


Tell Them I've Gone and Nothing's Wrong

by Limn the Night (midnightbokeh)



Category: Sleeping Beauty (1959)
Genre: Alternate Universe - Canon Divergence, F/F
Language: English
Status: In-Progress
Published: 2014-09-10
Updated: 2016-03-23
Packaged: 2018-02-16 19:58:16
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 7
Words: 21,812
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/2282661
Author URL: https://archiveofourown.org/users/midnightbokeh/pseuds/Limn%20the%20Night
Summary: <blockquote class="userstuff">
              <p>What if Briar Rose ran away from the woodcutter's cottage after learning the truth about her identity? A <em>Sleeping Beauty</em> canon divergence.</p>
            </blockquote>





	1. Chapter 1

Briar Rose was quite sure she had never felt so angry before in her life. Oh, certainly on more than one occasion she’d been frustrated, or exasperated, even a little peeved, but nothing approaching the intensity of the emotion that gripped her right then.

"I’m sorry, child," Aunt Flora said, taking her hands, "but you must never see that young man again."

"No!" This couldn’t be happening. Rose jerked away from Flora’s grasp and clenched her hands into fists. For the first time, she’d done something out of the ordinary, she’d made plans of her own without her aunts’ permission, and that was being taken away from her. The reason for it didn’t even make sense. A princess? Her?

She looked at each of her aunts crowded around her, searching their faces for any sign that this was some kind of twisted joke. It had to be. Because if it wasn’t, the alternative was unfairly cruel.

Either they were lying now, which was bad enough, or they had been lying for Rose’s entire life, which was far, far worse. But when all she saw were three identical expressions of wide-eyed pity, she knew in her heart which answer was the truth.

"Why?" she said, voice tight. "Why would you keep something like that from me? Why are you telling me now?"

Why, why, why. Rose’s mind spun with questions that led to more questions. If she was a princess, why wasn’t she raised in the castle? Did the King and Queen abandon her? Had she been kidnapped? Why was she being returned tonight? Were her aunts even really her aunts?

"It was for your protection, dear," Flora said.

Fauna nodded urgently. “You were cursed to die! Oh, you were just a baby!” she cried, then covered her mouth and shrank a little beneath the disapproving look Flora directed at her.

Rose latched on to the bit of information, though, and pressed, “ _Who_ cursed me?”

"There’s no use hiding it," Merryweather told Flora, mouth downturned. "Better that she knows now." Wiggling with indignation, she turned to Rose next and said, "It was an evil fairy. A very powerful one. She cast a spell that was going to make you prick your finger on the spindle of a spinning wheel—"

"—and die before sunset on your sixteenth birthday," Fauna finished. "It was just awful!"

"But why?" Rose clutched her head. She didn’t know whether she wanted to scream or dissolve into incredulous laughter. Of all the things — a _spinning wheel?_ — and it still didn’t explain why she had to be kept ignorant, in a cottage, in the middle of the woods, and forbidden to speak with anyone for all these years. All these years!

"Evil doesn’t need a reason to spread pain and suffering," Flora said, as if she were explaining the most obvious thing in the world to a slow child. "That’s what makes it evil."

"You mustn’t be frightened," said Fauna, misinterpreting the cause of her distress. "We put our heads together to keep you safe! We did! Merryweather changed the curse, didn’t she?" Merryweather nodded. "And Flora came up with the plan—"

"What plan?" Rose had a feeling she didn’t want to know, but she asked anyway.

"Why, to disguise ourselves as peasant women," Flora replied, "and hide you here with us in the woods."

"So Maleficent couldn’t find you to carry out the curse!" Merryweather chimed in. Merryweather, who changed the curse somehow. And they had disguised themselves as peasant women, which could only mean…

Rose felt a cold suspicion rise inside her chest. She took a step back. “What… who _are_ you?” she whispered.

"We’re your good fairy godmothers!" said Flora, arms spread. "Oh, Rose, you have to trust us! It was for the best, and soon all will be well again."

"No, no!" Rose heard herself repeat. "I can’t believe it!"

The air in the cottage suddenly felt too thick to breathe, the very walls she’d scrubbed clean so many times when life was simpler seeming too close, too constricting now. Rose couldn’t bear to stay a moment longer. She propelled herself past the stunned faces of her not-aunts and burst through the door leading outside.

"Rose!"

"Come back! Rose!"

"It isn’t safe!"

Unheeding of the cries for her return, without a destination in mind, Rose ran deep into the woods. She ran long after all sounds of pursuit had faded, ran until her legs ached and lungs burned. Only then did she come to a stumbling halt, grasping with one hand at the rough bark of a tree trunk for support.

Rose looked around the unfamiliar clearing. This in itself was remarkable, for there were few parts of the forest she did not know. She had seen just about every glade and glen there was to see within half a day's stroll from the cottage after years of picking berries and flowers, and befriending its many animal inhabitants. But a quick glance told Rose that this clearing was unlike the others; for one thing, it was completely devoid of wildlife, even the sound of insects and birdsong. For another, the trees surrounding it seemed to be either dead or dying, bare limbs outlined in stark contrast against the bright blue sky.

Now what? Rose walked forward, mired in thought. She didn’t want to go back to the cottage, but she also knew she couldn’t stay out here indefinitely. She hadn’t brought any supplies to help her survive in the woods, and it got very cold at night in the springtime, besides. She supposed she could double back, locate one of the dirt roads her aunts had always told her to avoid, and follow it to a village where she might find shelter of some sort. But she wasn’t sure how to fit in. What would she tell people about herself? And if the King really expected her to arrive at the castle tonight, wouldn’t he send out a search party when she didn’t turn up?

Not that Rose wasn’t curious about life as a princess. Hadn’t she daydreamed about it often enough? The royal balls, the dancing, the opportunity to meet interesting people from faraway lands, maybe even travel to those lands one day — these wishes seemed more attainable for a princess than a peasant girl, after all. She just hadn’t expected to feel like her entire life had been turned upside down in the process, like it never truly belonged to her for a single day. That was the case, wasn’t it, being betrothed from birth to a prince she’d never met? She couldn’t go now. She needed time to think, to—

_"Awk!"_

The sudden noise startled Rose back into awareness of her surroundings. A large and scruffy looking raven swooped right by her head to alight on the branch of a fallen tree, where it turned around to regard her with shrewd, gleaming eyes.

"Oh!" said Rose. "You gave me quite a scare."

The raven puffed its throat feathers, looking rather smug. Rose reached out and stroked the top of its head with the side of her index finger. As she did so, the raven nipped at the fabric of her sleeve.

"Are you hungry?" Rose asked, withdrawing her hand. "I’m sorry I didn’t bring anything to eat. I left home in a hurry and didn’t stop to pick anything along the way, you see."

Spreading its wings, the raven took flight and went a short distance away, only to fly back and land on another branch at the opposite edge of the clearing. It looked down at Rose and cawed again.

"You want me to follow you?"

The raven hopped from side to side impatiently. Rose considered her options and, deciding she had yet to come up with a better idea on her own, set off after her new companion. The raven flitted from tree to tree, stopping every so often to check on her progress or to wait, cawing brashly, while Rose struggled around a thicket of brambles or searched for the narrowest part of a stream to cross.

Gradually, the forest thinned, its trees growing farther apart, the ground underfoot becoming harder and composed more of stones than vegetation. Jagged mountains loomed over the far side of a barren, rock-strewn plain.

Rose realized with a thrill of nervous anticipation that she recognized those mountains, seen their distinctive silhouette illustrated in a storybook once.

_"The Forbidden Mountains, dear," Flora told her when she'd laid the book open on the kitchen table and asked about the drawing. "A most dangerous place. You must never, ever set foot there."_

Well, today was quite the day for not doing as she'd been told, wasn't it? Surely this was madness. Surely she was heading straight to her doom. On the other hand, Rose found herself second-guessing everything her aunts had ever told her. Now that she'd arrived, Rose felt struck by an intense curiosity about what lay in the Forbidden Mountains, and knew she would not turn back before finding out.

Rose ignored her aching limbs and crossed the arid landscape with dogged determination. Tired, hungry, possibly going to die in a few hours — some birthday she was having. At least she was facing the future on her own terms, even if only for a little while. She concentrated on putting one foot in front of the other, glancing up from time to time to keep track of her guide who always hovered just ahead on black wings.

Some time later — Rose had lost track of how long she’d been walking, other than noticing the sun start to descend toward the western horizon — she found herself beneath a natural stone arch spanning over the foot of a narrow, winding path. At the top of the slope, obscured by mist, was a drawbridge that led to a dilapidated castle.

Crowing raucously, the raven abandoned Rose and flew up, up, up. It disappeared through a window of the castle, lit from inside.

Just as Rose was trying to gather the courage to begin the ascent, the air in front of her erupted into green flames. Rose shrieked.

"Well, well," said a female voice, deep and resonant and amused. The sound of it sent a shiver down Rose’s spine. "You’ve really outdone yourself this time, my pet."

A very tall, horned woman faded into view, clad from head to toe in billowing, black and purple robes. She carried a polished scepter in her left hand; perched upon its crystal-ball top was the raven Rose had followed all this way. She was exceptionally thin and gangly, a living portrait of sharp angles and hard lines, but moved with a calculated grace that captivated Rose in the manner a serpent hypnotizes its prey.

"I asked you to find a princess, and lo! You bring her right to my doorstep," she praised the raven, who looked proud enough to burst. She turned her face toward Rose and transfixed her with a piercing gaze. "You. What could possibly have possessed you to come here?"

"I- I don’t know," Rose stammered. "I couldn’t stay where I was, I…"

The woman took a step closer, radiating power. Rose fought the urge to flee.

"I found out today that someone cursed me to die," Rose said. That seemed important to mention. "My aunts said it was an evil fairy. I can’t remember her name." She thought back to the cottage. "They said it was…"

"Maleficent."

For the second time that day, Rose felt the world tilt. Her instincts screamed at her to run, even while the rest of her was certain it was too late. Heart pounding, palms clammy, tongue stuck to the roof of her mouth, Rose struggled to stay upright.

"Is that you?" she managed, voice cracking. "Are you Maleficent?"

In response, Maleficent’s golden eyes _glowed_ with terrifying glee.

 

* * *

 

"Where could she have gone?" Flora said for the umpteenth time. She paced back and forth, wings fluttering with agitation.

"Maybe she’ll come home," Fauna suggested, "once she calms down."

Merryweather _hmphed_ and crossed her arms. "What if she doesn’t? Are we just going to sit around waiting like a bunch of ninnies?"

"No." Flora thumped her palm with a fist. "We have to keep looking. The whole kingdom is counting on us to return with the princess."

"And we thought she'd be so happy," said Merryweather.

It was so surprising, their darling Rose reacting the way she did. When she fled the cottage, they were thrown into such a panic that they dashed out right after her without their wands, and by the time Merryweather got the idea to go fetch them so they could fly instead of run, she had already vanished without a trace. They wasted another hour searching the surrounding woods to no avail — the dense foliage making it difficult to see someone on the ground from any great distance — before returning to the cottage to regroup and fret.

Fauna sighed. "If only she hadn't met that boy."

“The boy!” Flora gasped. “Of course! She must have gone to find him.”

“I never did see why she has to marry any old prince,” said Merryweather. “No wonder she was upset.”

“Never mind that. Come on now, there’s not a moment to spare. We must search the town and all the villages at once,” said Flora.

“But that could take weeks! She could be anywhere,” said Merryweather.

“What will we tell King Stefan and Queen Leah?” Fauna asked. “They’ll be so disappointed.”

“We’ll tell them the truth,” said Flora, tapping her chin. “That Princess Aurora got a case of cold feet and needs some time to adjust to returning, but return she will. They've waited sixteen years, bless their hearts; surely they can agree to wait a little longer.”

“Oh, I do hope you’re right.”

 

* * *

 

Rose supposed she only had her own curiosity to blame for getting into this mess, but a small part of her blamed her aunts, too.

Would it have been so difficult for any one of them, for instance, to take Rose aside and say, _“Rose dear, you must never go to the Forbidden Mountains because an evil fairy who wants you dead resides there,”_ at some point during her soon-to-be-cut-short life? Was a little bit of communication too much to ask for?

That very same evil fairy, who at the moment was seated on her throne in a cavernous hall of the castle and staring at Rose the way she might a particularly ugly insect before squashing it — that is to say, with a mixture of fascination and revulsion — seemed to be entertaining similar thoughts. "Incredible," she said, as Rose tried not to flinch. "Did you really have no idea who I was?"

Rose wrung her hands. "No one ever told me! I never knew you existed until today. I never knew who _I_ was..."

"You never saw your parents while growing up? Not once?"

"M-my aunts told me they were dead!"

"Your aunts."

"Aunt Flora, Aunt Fauna and Aunt Merryweather."

There was a beat of silence before Maleficent threw her head back and laughed until her shoulders shook. “Did you hear that, Diablo?” she said to the raven at her side, voice dripping with derision. “She’s been living with her _aunts_ all this time.”

Rose took a deep breath and dared to ask, “Is it true? That you cursed me?”

"Of course it's true," Maleficent snapped. "Do you doubt my powers?"

"No! It's not that, it's just- why did you do it?" If Rose was going to die tonight, she felt she at least deserved to know that much. "What did I ever do to you?"

Maleficent scoffed and gave a dismissive wave of her hand. “Don’t flatter yourself,” she said. “It had nothing to do with you, and everything to do with a contract your father entered into long before you existed. You,” she pointed a slender finger at Rose, “as his firstborn, were merely collateral.”

"Collateral?"

"Something valuable he had to forfeit when he failed to keep his end of the deal."

Rose was not sure what she had expected, but it wasn’t anything like this. She scrambled to make sense of it all before Maleficent grew bored of talking, and though she was bursting with questions, leapt at the first one that came to mind. “Then why wait sixteen years? Why not kill me the day I was born and be done with it?”

“I’ll admit there were times I wished I’d done just that. I certainly would have slept better if I did.” She was serious. There was not a shred of irony, not even the slightest sign that she was joking. Rose paled and felt ill. Maleficent continued, either not noticing or not caring what effect her words were having, “But, the death of an infant, while a sad occasion for some people, is hardly catastrophic. Infants die all the time. On the other hand, to raise one through childhood and adolescence, doting on it through the years, placing one's hopes and dreams on its future, only to have it all snatched away by a cruel twist of fate — ah! _That_ is the price I wished to exact from King Stefan. Do you understand?"

No, Rose did not understand. How could she? Still reeling, she heard herself blurt, "It's not very nice to use living people as collateral."

"Is it not?" Maleficent arched an eyebrow.

Rose felt all her frustrations from earlier in the day reach a boiling point. "I am not a- a _thing_ to be traded around as others see fit," she cried. "I have thoughts and feelings! I have dreams of my own! I never asked to be betrothed, I never agreed to die for the sake of people I've never met! I am not Princess Aurora; I don't know who that is. I'm me! I’m Briar Rose! Doesn’t that matter?"

As she came down from her outburst, remembering where she was and whom she was shouting at, Rose cringed. But to her utter astonishment, Maleficent didn't strike her down where she stood. In fact, Maleficent was looking at her while wearing an expression akin to surprise.

"I hadn't considered it that way," Maleficent said, stroking her chin. She continued to stare at Rose with an intensity that made her insides do somersaults. “How interesting.”

Deciding to press her luck a little further, Rose ventured, “S-so, are you...” She cleared her throat. “Are you still planning to kill me?”

“I’m not certain right now.” Maleficent had the vexed tone of someone who was not accustomed to being uncertain of anything, and found this particular state of mind to be most displeasing. “Those meddling Good Fairies have altered circumstances rather more than I’d anticipated.”

Rose was reminded of something she’d nearly forgotten. “They said Merryweather changed the curse, but they didn’t mention how…”

Maleficent sneered. “Ineffectual, conditional drivel. Let me see, what was it… ah, yes,” she made her voice high-pitched and mocking, and recited:

_“If through this wicked witch’s trick_  
 _a spindle should your finger prick,_  
 _not in death but just in sleep_  
 _the fateful prophecy you'll keep,_  
 _and from this slumber you shall wake_  
 _when true love's kiss the spell shall break.”_

Rose could only shake her head in disbelief. “But… but that’s not much of an improvement,” she said.

“No,” Maleficent agreed.

“I mean, I don’t have a true love!”

“Terribly inconvenient.”

“How could I, since my aunts forbade me from speaking with anyone?”

Maleficent’s eyes shone with mirth, at Rose’s expense, no doubt. “Oh, dear,” she said. “It doesn’t sound like they thought this whole affair through very well. Will the surprises never cease?”

Rose began to pace, feeling a headache coming on. “If I fall asleep without a true love, won’t that mean I’ll never wake up? How is that any different from death?”

“My my, she is full of questions,” Maleficent remarked to Diablo, scratching beneath his beak. The raven closed his eyes blissfully. To Rose, she replied, “There are a number of dissimilarities, ranging from the corporal to the philosophical. But I think it would be more fun for you to ponder them out for yourself.”

More fun. For Rose to ponder. Was Maleficent mocking her? “If only I had time for that,” Rose said glumly. “I don’t exactly have much left.”

“Then I suggest you think quickly.”

Rose stopped short and looked open-mouthed at Maleficent. It dawned on her that there was still a chance, however slim, she could come out of this intact, and she might not have another one. Frantically, Rose thought back over their conversation from the moment she’d arrived until now, combed through it for an opening, for anything that might… and was struck with a mad idea. Probably a very ill-advised one. It was all she had, though, so Rose squared her shoulders and said, “Suppose I stayed here.”

_“What?”_

“Suppose I stayed here,” Rose repeated, heart pounding wildly. “And agreed not to run away. Could you… I mean, would you lift the curse then?”

Maleficent gave her a look of pure outrage. “Why in Hell’s name would I-”

“King Stefan forfeited his first-born, didn't he? You said so yourself.” The words tumbled out of Rose, who hoped against hope they would be enough. “If I never go back to his castle, if he never sees me again, wouldn’t the result be the same, whether I’m alive, or dead, or- or in an endless sleep?”

Her brow was still furrowed, her mouth a thin, tight line, but Maleficent looked marginally less murderous than a few moments earlier. She tilted her head almost imperceptibly.

Rose took this as a signal to continue. “I mean, if it’s all the same to you, I’d very much prefer the first option,” she said. Maleficent’s eyebrows lifted up at that. “The one where I go on living,” Rose clarified, just to be on the safe side.

This was insanity and Rose knew it. It was an awfully risky chance, offering herself up to someone who was by all rights her mortal enemy. For all she knew, Maleficent might lock her up, enslave her, torture her — Rose had no idea what she was capable of. But a tiny, hopeful part of her reasoned that if Maleficent wanted to do those things, she already would have. Maleficent did not strike her as the type of person who wasted time with idle chit-chat, yet here they were, talking almost civilly for longer than Rose would have ever thought possible. Strangely enough, Rose found herself thinking that under less frightful conditions, she might have enjoyed talking with Maleficent. She’d learned more from a single conversation than she had from years’ worth of platitudes and admonishments. Rose wondered what else she could learn, given the chance...

Maleficent stood from her throne in a single smooth motion, towering over Rose. She took the scepter in both hands and leaned forward against it. “Be careful what you wish for, _Briar Rose_ ,” she said, voice light and almost sing-song. “Are you certain you want to ‘go on living’ here? Here, with the Mistress of All Evil?”

Rose shrank back involuntarily. “I-I’m…” She was having difficulty breathing. Maleficent looked down her nose at Rose, and Rose’s imagination conjured up all sorts of ways Maleficent could make life miserable without so much as batting an eyelash. Then she reminded herself that any life at all was preferable to the fate promised her by either version of the curse. She hoped so, anyway. Rose drew another breath and said, “I’m certain.”

“Very well.” Her expression betraying nothing, Maleficent straightened up and began swirling her right hand over the scepter. The orb pulsed with an eerie green light.

_“Out from peril, your life I restore._  
 _I revoke my curse, let it be no more!”_

Rose felt an odd sort of peace wash over her, a trickling sensation that started from the crown of her head, spread down through her chest and limbs, all the way to her fingertips and toes. She sagged with relief, eyes closing. Overcome by exhaustion — it really had been a long, trying day — her legs gave out beneath her and Rose sank to a seated position on the cold stone floor.

And then it was over as quickly as it began. Rose opened her eyes to the sight of Maleficent watching her closely. Maleficent wrinkled her nose, as if she found something unpleasant in what she saw, and leaned back.

“That’s it?” Rose asked after a moment of silence. She reached up to touch the top of her head, encountered nothing out of place.

Maleficent actually rolled her eyes. “Were you expecting something more dramatic? A ritual sacrifice, perhaps? The blood of twenty virgins?”

Rose shook her head. Why was it so difficult to keep her eyes open? “No,” she said, rubbing one with the heel of her palm. “That’s not what I meant. You just made it seem so…” Easy? Trivial? She couldn't remember what she was going to say, or why it mattered. Maleficent extended a hand to Rose, who looked at it uncomprehendingly.

"Come along," Maleficent prompted. "Unless you plan to spend the night on this floor."

"Oh." Rose blinked and took the offered hand. Maleficent’s fingers were cool to the touch, and gripped with an iron strength helping Rose to her feet. "Thank you," Rose added faintly.

Another eye roll. "Say no more," said Maleficent, dropping Rose’s hand. She spun on her heel, robes snapping and whirling, and tapped her scepter against the floor before striding off. As if on cue, Diablo lit upon his mistress’ shoulder. "I'll show you to your chambers. Do try to keep up," she said without looking back. "And mind your step."

Rose shook herself out of her daze. Not wanting to discover the consequences of failing to keep up, she hurried after Maleficent’s long trail of robes, out of the throne room and into whatever lay beyond.


	2. Chapter 2

Princess Aurora was nowhere to be found in the nearest village. Nor the next one. Making matters worse, much to the Good Fairies’ consternation, none of the villagers they asked had seen her passing through at any time that day.

And so it was with heavy hearts, as the sun set on Aurora’s sixteenth birthday, that Flora, Fauna and Merryweather flew to the court of King Stefan and Queen Leah of the Kingdom of Light to deliver the bad news.

"Now wait just a moment, what do you mean she’s run off?" King Stefan was incredulous.

"Is she safe? When can we see her?" Queen Leah asked, brow creased with concern.

"Oh, yes, she’s perfectly safe," Flora assured her. "You’ll get to see her quite soon, don’t you worry."

Personally, Fauna thought Flora was being just a tad overconfident, but she was never one to contradict her sister in public and was not about to start now. While it was true they would know right away if any actual harm had come to Aurora – one does not raise a child from the time it was a baby without forging that special sort of magical bond, after all – they were also no closer to locating her than earlier this afternoon. There was no telling how long it would take to find the errant princess.

The only person present who appeared to be happy about the news was King Hubert, Stefan’s oldest friend and ally, of the neighboring Red Kingdom.

"Well now!" Hubert leaned over the side of the throne and clapped Stefan on the shoulder. "It seems your girl and my boy are more alike than we thought!"

"What are you talking about?" Stefan looked perplexed.

Hubert gave a hearty chuckle. “It’s the funniest thing! Phillip ran off too, you see. Said he’s met some peasant girl and fallen in love!”

Flora’s eyes went wide as saucers. “A peasant girl? Oh, oh! Where did he meet her?”

"Who knows? Once upon up on a dream, he said."

"Once upon a-" Merryweather gasped. "That’s what Rose said!"

"Quite right, dear," said Fauna. "She said the same thing about that boy she met–"

Flora flapped her hands, unable to contain her excitement. “Why, Prince Phillip is the boy! Oh, but this is wonderful!”

"Rose, who’s Rose?" asked Hubert.

"It’s the name we gave Aurora when we took her into hiding," Flora explained patiently.

Comprehension dawned on Hubert’s face. “And that’s whom Phillip meant…?”

The three fairies nodded in unison.

"Well I’ll be!" Hubert roared. "You see, Stefan? It’s all worked out in the end."

"You mean to say that your Phillip and my Aurora are, are–"

"Getting to know one another!"

Stefan shot to his feet. “This is preposterous!” he said. “Gallivanting about the countryside by themselves? Before the wedding? It’s- it’s improper!”

"Now look here!" Hubert jabbed a finger against Stefan’s chest. "You’ve got a lot of nerve, calling my Phillip improper!"

"I just don’t see why they couldn’t have waited until Aurora returned to the castle," Stefan complained. He steered Hubert aside by his elbow and the two monarchs walked off, bickering and gesticulating.

"Ah, don’t be an old stick in the mud about it!"

"Who are you calling old? Have you looked in a mirror lately?"

Queen Leah gave the fairies a small, tired smile, still seated on her throne. “Truly, everything will be fine?” she asked.

"Yes, your majesty," said Flora. "You have our word."

"It’s been so long. A mother can’t help but worry, you know?"

Flora patted her hand. “Of course, dear. It’s quite all right.”

 

* * *

 

That night, like every night for the past sixteen years, many eyes in the Kingdom of Light turned to watch the southern horizon. On the eleventh hour, when the Forbidden Mountain crackled with lightning and the now-familiar echoing boom of thunder rolled across hills and fields, a collective sigh of relief was breathed.

Everyone knew that as long as Maleficent raged and seethed, she was unsuccessful in finding Princess Aurora. This night’s storm, in all its fury and cacophony, was the most gratifying by far, for it meant her wicked prophecy had expired without coming to pass. The princess was alive and well, in love with her betrothed.

Against all odds, they had outsmarted the most powerful force of darkness in the land.

Good had triumphed against evil.

And so the royalty and nobility, gentry and townsfolk alike went to bed feeling reassured and complacent. Tomorrow would be a new day, full of promise for a bright future.

 

* * *

 

Rose awoke the next morning ravenously hungry. She gazed in confusion at an unfamiliar ceiling – vaulted stone, laced with cracks and mildew – until the previous day’s events came back to her and she felt a rush of immense gladness to be awake at all. Rose sat up, shivering. The bedchamber was drafty, located at the top of a tower, its walls riddled with holes that let in the cold mountain air. She swung her feet to the bare floor and stood.

There was no way of judging what time it was, with only an overcast sky visible outside the lone window in the room and no sounds but the thin whistle of wind raking through the castle’s many spires. Rose walked to the door, pressed her ear against the solid wood, and listened. Nothing. She straightened up, at a loss for what to do. Was she a captive or a guest? On the one hand, she hadn’t been thrown into a dungeon cell. On the other hand, she hadn’t exactly been given permission to wander the castle.

Rose turned the latch and was surprised to find it unlocked. It wouldn’t do any harm just to take a peek at the hallway, would it? Cautiously, she pushed the door open on creaking hinges.

Still nothing. A curved wall of crumbling stones and an eroded spiral staircase greeted her. Rose took a wary step over the threshold–

–and was set upon by a gibbering, clawing mass of _things_ that leapt from the shadows and grabbed her from every side, binding her hands and feet with rope, muffling her panicked scream with a strip of cloth pulled tight over her mouth.

Rose twisted and fought, trying to break free, and managed to discern her attackers were humanoid creatures that resembled animals of all shapes and sizes, bristling with sharp beaks and rough hides and yellowed fangs.

They hauled her down the stairs and across a series of open-air walkways, including one with a yawning gap underfoot that Rose thought – for a heart-stopping moment – she would lose her balance and fall through.

Wild speculation about where they were going ran rampant through Rose’s mind. She was about to be tossed over the highest parapet. She was going to be cooked alive and eaten. A hysterical laugh bubbled up in her chest at the thought — she wouldn’t make much of a meal, half-starved as she was.

But instead of any of those things, they passed through an archway, the door slamming shut behind her. Rose blinked. The room was large, furnished with a desk in one corner and armchairs in another, and littered with books that lay haphazardly across every available surface. Rose felt her limbs lock up with renewed terror when she caught sight of Maleficent. Her back to Rose, she had been moving through the room, picking up and shelving books.

Maleficent turned around at the interruption, book in hand. Annoyance flashed across her face when she saw Rose being dragged in.

"What’s the meaning of this? Release her at once, you idiots," she said sharply. The creatures scrambled to do her bidding. "I told you to bring me the princess when she awoke, not to…" Maleficent frowned, tapping the book’s cover with a fingernail. "Well. I suppose I did neglect to specify the manner in which she should be brought."

As the last of the ropes fell away from Rose, Maleficent set the book aside and approached her. Rose trembled, pulse quickening in what was becoming characteristic fashion whenever Maleficent drew near.

"I forget sometimes how disgracefully lacking my minions are in common sense," Maleficent said. She looked Rose up and down, then reached behind Rose’s ears to untie the cloth binding her mouth.

Rose held her breath and tried to stay very, very still as Maleficent’s hands grazed her hair. She wondered if her heart was hammering loudly enough to hear, but if it was, Maleficent made no indication of noticing.

"They are incapable of following any directions at all that are not spelled out in exhaustive detail. It is absolutely maddening," Maleficent continued. "There." She pulled away the cloth and stepped back, leaving Rose feeling inexplicably bereft.

Rose opened her mouth, realized she had no idea what to say, and shut it again in a rather accurate impersonation of a fish.

"What, has the cat got your tongue?" Maleficent inquired archly.

"I, wha-" Rose sputtered, regaining an ounce of indignation, " _You_ asked for _me_ to be brought here.”

"So I did," Maleficent said. "I thought you might have more questions after last night. Or in general."

Oh. Rose _did_ have questions, a great many questions, but had yet to figure out how to raise them without the possibility of provoking Maleficent’s ire. She glanced around the room, trying to think of something harmless to ask, and found her attention drawn to the shelves of books flanking an empty fireplace on the far wall and a window on an adjacent one.

"Are all these yours?" Rose said, and immediately wanted to smack herself on the forehead for sounding so inane.

But Maleficent merely followed her gaze and replied, “They are.”

Her fear from earlier fading, Rose looked longingly at the collection. She wondered what kinds of knowledge might be found within it. After she’d learnt her letters as a child, Rose had spent years poring over the same few cookbooks and instructional texts on sewing, crafting, gardening and the like her aunts kept around the cottage. Books containing actual stories were rare indeed, and those she read and re-read cover to cover until she knew her favorite fairy tales by heart. It was not enough to satisfy her curiosity about the world, and paled in comparison to the rows upon rows – from slender volumes to thick tomes – now stacked before her.

Several moments of silence crawled by before it occurred to Rose that Maleficent was not going to continue speaking, that Maleficent was in fact watching and waiting for _her_ to respond.

"Ah," said Rose. "Can I…" she faltered, about to ask if she could borrow a book, but suddenly daunted by the prospect – it seemed beyond presumptuous to think such a request might be granted – and changed tack. "Can I help you with anything?"

Maleficent blinked at her. “I beg your pardon?”

"Around here, I mean. I’m really good at cleaning, and I couldn’t help but notice that this place could use a little, well…"

Maleficent’s eyes narrowed dangerously.

"Not- not that I think there’s anything wrong with it!" Rose nearly tripped over herself to add. "It’s a lovely castle—"

"Spare me your false niceties," Maleficent cut her off with a scowl. "I have little patience for that sort of drivel."

Rose bit her lip at the rebuke, face flushing.

Minions scurried out of Maleficent’s path as she stalked over to the window. Once there, she looked outside, back turned to the room. She stood like that without another word for so long that Rose almost began to wonder if she’d forgotten Rose was still there. But then:

"Mort."

A potbellied, pig-like creature whose name was apparently Mort jumped to attention and waddled to Maleficent’s side as fast as his stubby legs could carry him. “Yes, Mistress?” he said in a grunting, wheezy voice.

Maleficent turned away from the window to address him directly. “The castle is long past due for repairs,” she said. “As the princess has so graciously volunteered herself for the task, you and your crew are to assist her in whatever manner she sees fit. You will follow all of her instructions in this regard. Understood?”

At once, more than half a dozen pairs of eyes trained on Rose, whose jaw dropped open in surprise.

Mort nodded vigorously. “Yah, yah, repair the castle. Do what the princess says.” He reached up and straightened his helmet, which threatened to fall over his beady eyes from all the nodding. “Got it.”

"But–" Rose started.

"Is there a problem?" said Maleficent.

"No! I just wasn’t expecting-"

"Good. I’ll not keep you from getting to it, then." Maleficent retrieved the book she’d been holding and swept from the room.

Rose stared after her, too stunned to move, unable to comprehend what had just happened. What was she supposed to do now? Was this a test of some sort? Maybe the curse had come true last night after all and this whole morning was nothing but a bizarre dream. That would certainly make more sense than… whatever this was. Somehow, every interaction with Maleficent left her in a state of greater bewilderment than the one before it.

"She hates being disturbed," Mort said from right behind her. Rose nearly jumped out of her skin. She whirled around to find the entire group had gathered before her in a half-circle, expressions ranging from curious to eager.

"Oh!" said Rose. She took a deep breath. "Right. So…"

"Mistress says you’re gonna tell us how to fix the castle."

"But I don’t know anything about…" Rose started to protest, but looked down at all the expectant faces and reconsidered. If this was indeed a test, then hadn’t she better rise to the challenge? Maybe if she made herself useful enough, _indispensable_ enough, she could avoid being, well, disposed of. That would be in her best interest, wouldn’t it?

"I mean, yes, I suppose so," she said instead.

"Where do we start?" asked Mort.

"Yah, where do we start, where do we start?" echoed the others, bouncing and rattling in their armor.

Rose’s stomach chose that exact moment to make itself known again with an almighty grumble. She blushed. When was the last time she’d eaten? A few handfuls of berries around noon the day before. Oh dear. She definitely needed to do something about that.

"How about…" Rose tilted her head and gave Mort her most charming smile. "How about we start with the kitchen?"


	3. Chapter 3

The Forbidden Mountains could not be more different from the forest Rose grew up in, but they had an undeniable beauty of their own all the same.

Rose decided this by the end of the third day, which was how long it had taken her to observe the surrounding landscape from every corner of Maleficent’s castle. It was a savage beauty, the kind that arrested the senses, that manifested in unexpected ways – sharp-edged rock formations thrusting up from the earth like a thousand daggers, colors changing with the time of day; vast, heavy clouds churning the sky in ever-shifting shapes and patterns; a sudden rainstorm transforming dry beds into surging rivers, cascading over sheer cliff faces amid great plumes of silver mist into a deep abyss.

The sights alone were quite enough to take Rose’s breath away. She’d never seen anything like it before in her life, could not help being drawn to it, fascinated by it, despite the danger implicit in its very nature. In this regard, Rose reflected while changing for bed one night, the Forbidden Mountains were much like their mistress (immediately, the thought struck her as so untoward that she dove under the covers and tried to forget it ever occurred to her).

Still, curiosity won out over trepidation, and Rose couldn’t resist plying the castle’s more talkative inhabitants for anything they could tell her about the enigmatic Mistress of All Evil. Maleficent took her meals alone and kept to herself unless she wanted something. Her only friend was the raven Diablo, who was also the only being ever permitted to touch her. She hated interruptions, was prone to mood swings, and never hid her displeasure. Late at night, green flashes of light sometimes shone from the window of Maleficent’s private tower for reasons that remained an unexplained mystery.

Rose, for her part, had settled into a sort of surreal routine, finding tasks for the minions to carry out during the day and exploring the castle with Mort as her guide in the evenings. After clearing what looked like over a decade’s worth of debris and grime from the kitchens, Rose soon took over meal preparation duties, much to the delight of her helpers. Their first terrifying encounter aside, she found the creatures to be agreeable enough company. Simple-minded and accident prone, yes, but a lifetime of cleaning up after her three aunts had given Rose a nearly inexhaustible supply of patience. And if she thought of the castle as an gigantic cottage, the idea of putting it to rights no longer seemed as impossible an undertaking as it once did.

She often saw Maleficent going about her own business, neither approving nor disapproving of Rose’s activities. Whenever they crossed paths, Rose’s greetings were returned curtly and attempts at conversation deflected. It was almost – _almost_ – as if Maleficent had some reason for avoiding her, but that was a notion as absurd as it was improbable.

It wasn’t until the end of the week that Rose had the opportunity to have her presence acknowledged for longer than a few passing moments.

That afternoon, the minions were out collecting limestone from a nearby quarry to repair the giant fissure in the wall of the throne room, and Diablo had gone at Maleficent’s behest to make sure they didn’t get too lost. Rose was sweeping the stairs in front of the study when the doors swung open and Maleficent walked out onto the landing above her.

The tune Rose had been humming died in her throat with a squeak. Remembering her manners, she curtseyed and then backed out of the way.

"Good day!" Rose said as brightly as she could. "I hope I didn’t disturb you."

"It is no such thing," Maleficent replied snippily. "And you didn’t." She descended the stairs, but instead of going elsewhere as she usually did, leaned over the battlements and surveyed the ground below, then the sky above. She seemed preoccupied, fingers drumming against the stonework.

That was odd, Rose thought. She edged closer and looked in the same direction, standing up on her tiptoes. She saw nothing out of the ordinary, if anything about this place could be considered ordinary.

"Is something wrong?" Rose asked, glancing over.

"Nothing you need to concern yourself about," Maleficent said in a dismissive tone, her gaze still fixed on the horizon.

Oh, this again. If Rose had learned anything from her fairy godmother-aunts, being told she needn’t be concerned about something was almost a guarantee that she ought to do just the opposite.

"Are you certain of that?" Rose said without thinking.

"Did you just question my judgment?" Maleficent glared at Rose as if she had taken complete leave of her senses (and perhaps she very well had).

"No!" Rose said quickly, clutching the broom handle close to her chest. "That wasn’t- I just… I don’t like being left in the dark about things, is all," she admitted.

Maleficent gave her a long, considering look. “Put that down,” she said at last, “and come with me.”

"I- oh." Rose blinked. "All right." She did as she was told and hurried to keep up.

They took a direct route to the heart of the castle, where Maleficent led the way down a dark, winding stairwell into what seemed like endless depths. Her scepter glowed with a steady golden-green light, illuminating the stones underfoot and casting long shadows in her wake. Rose felt glad for this, because she was fairly sure being unable to see where she was going would not be an acceptable excuse for tripping and falling on her face, or worse, on top of Maleficent.

Turn after turn they descended, silence broken only by their footsteps and the sibilant slide of Maleficent’s long robes over the stairs. Rose lost track of how many steps they had taken, but eventually became aware that they’d been walking down for much longer than the trek up the mountain path her first night at the castle. Which meant—

"Are we underground?" Rose asked with surprise.

Maleficent stopped and looked over her shoulder. “Of course we are,” she said.

"No, I mean, we’ve gone under the mountain entirely by now, haven’t we?"

"How astute of you to notice," said Maleficent. She held the scepter aloft, throwing its light onto Rose’s face, and raised an eyebrow.

Rose looked about herself in wonder. “How far down does this go?”

Something that appeared suspiciously close to amusement flickered across Maleficent’s face. She turned back around and continued the descent. “You’ll soon see,” her voice drifted up.

True to Maleficent’s word, a few turns later the stairs bottomed out into a sloping tunnel, wide enough for two to walk side by side. Rose reached to the right, trailing her fingers along the wall – it was rough to the touch, pocked with shallow dimples, curved and solid in a way that suggested it had not been hewn by hands – and pulled back with a start when she heard a dull, distant roar, felt it reverberating through the rock. She stumbled into Maleficent, who stiffened at the contact.

"Sorry," Rose said, righting herself. "What’s that sound?"

"What, and spoil the surprise? Have some patience, Briar Rose." It was the first time Maleficent had said her name since revoking the curse, with the same odd emphasis and formality that somehow made Rose feel both small and important all at once. Rose fell into confused silence and kept walking.

She did not have long to wait, for a few minutes later the tunnel widened as it went around a bend. Maleficent beckoned for her to stay close before moving ahead.

They stepped into an enormous cavern, and Rose gasped at what she saw.

 

* * *

 

The Good Fairies had a serious problem on their hands.

Or rather, if one were to be precise about these things, they had a serious problem locked inside a supply closet of the village inn they were passing through.

"Let me out!" said Prince Phillip, banging on the door.

"Not until you tell us why Aurora isn’t with you," Flora called back. They hadn’t expected to stumble across him alone at the inn, and when he looked ready to bolt upon seeing them, well, somewhat drastic measures had to be taken.

Phillip made a frustrated noise. “I told you, I haven’t seen Aurora!”

"But you met a peasant girl in the woods last week?" asked Merryweather.

"Yes, but I don’t see what-"

"That girl was Aurora in disguise, dear," said Fauna.

"What?" Pause. "None of this makes any sense."

"It will in due time," said Flora. "We’ll explain everything, if you promise not to run or make a fuss."

There was a heavy thump from inside. “Fine.” Phillip sounded defeated. “I promise.” At that, Flora opened the door with a wave of her wand, causing Phillip to tumble out and nearly fall over.

"Now," Phillip said, straightening his cap, "will you tell me what’s going on?"

"Aurora ran away on the day she was to return to the castle."

"We thought she was with you!"

"But if she isn’t, then where is she now? And what are you doing here?"

Phillip raised and lowered his hands placatingly. “Please, please. I don’t know any more than you do. If the girl I met really was Aurora like you say, then I’ve been looking for her too.”

"You have?" said Fauna.

"The cottage in the glen was empty, but I wasn’t about to give up so easily." Phillip shrugged. "I just had to see her again."

Flora and Merryweather exchanged a meaningful look. “Are you in love with her?” Merryweather asked.

Phillip looked taken aback. “Why yes, of course!” he said. “That’s what I told Father!”

The three fairies put their heads together in a circle.

"You know what this means we can do," Flora whispered, wings aflutter.

"Only if it’s true love. It won’t work otherwise," Merryweather countered.

"I’ll ask him," Fauna said, and went to take Phillip’s hand. "Phillip dear, how did you fall in love with Aurora?"

"She’s the most beautiful girl I’ve ever met," Phillip replied in earnest. "And her singing voice, oh, it’s divine! I rode all over the woods, and when I finally laid eyes on her, I suppose it was love at first sight."

Flora, Fauna and Merryweather nodded to each other. The road ahead would be challenging, but Phillip was their best hope for finding Aurora again. He seemed up to the task, having grown since they had last seen him from a boy of seven years at Aurora’s christening to the strapping young man who stood before them today. Yes, he would do nicely.

"We know how to reunite you with your love," Flora told him. "But first, you must come with us to the Sage Kingdom. There’s somebody you need to see."

 

* * *

 

Rose could scarcely believe her eyes. Her first impression was that they had walked into an underground forest, but as she adjusted to the vast expanse of blackness, she perceived a space filled with great, tapering columns of stone. The cavern’s ceiling swept upward from its edges and rose far, far away in an arched dome, scattered with luminous clusters of pale blue dots that shone brighter than any stars she’d ever seen at night.

At Rose’s side, Maleficent gestured over her scepter. A glowing green cloud rose from its crystal top, gathering speed as it spun in place before flinging itself forward and up. She heard a distant, echoing bang, and magical light suffused the cavern.

"Oh," Rose breathed.

A shimmering lake stretched out before them, reflecting the stone formations and pinpricks of light that hung above it in a kaleidoscope of ripples. In the back, to the right, was the source of the sound Rose had heard in the tunnel – there, a waterfall flowed forth from a dark crevice and plunged into the waters below.

"It’s wonderful!" Rose felt giddy. "It’s, it’s… thank you!"

Maleficent gave her a strange look. “For what?”

"For showing me this place! I could never have dreamed of anything so beautiful in all my days." Overcome with delight, Rose threw her arms out and spun in a circle.

"You have uncommon notions of beauty."

"Do I?" Rose stopped turning and faced Maleficent, head tilted. "I do find lots of things beautiful, but that’s just the way I am."

Maleficent placed both hands on her scepter. “Most humans fear what they do not know, loathe what they fear, and shun or attempt to destroy what they loathe,” she said.

"That can’t be right."

"No?"

Rose shook her head. “If it was, how would we get to know anything at all? Isn’t that the point of discovering things? To start out not knowing, and then finding out what you didn’t know before?”

"I said _most_ –”

"It’s like… oh! It’s like meeting a stranger," Rose continued, getting worked up. "If you’ve met someone once, then they’re not a stranger anymore!"

"And how well that’s worked out for you," Maleficent retorted.

Rose folded her arms. “My _point_ is, just because something is strange, or even frightening at first, doesn’t mean I can’t like it.”

"Is that so?"

"Your minions, for instance. Once you get to know them, they’re quite cute, in their own way."

Maleficent reared her head back, as if the very thought offended her. “Cute,” she said.

"And Diablo. He has such pretty feathers."

Maleficent’s eye twitched. “Pretty,” she said.

"And…" Rose’s mind stuttered to a halt at the half-formed thought that had nearly escaped from her mouth.

"And?" Maleficent prompted.

"Nothing!" Rose said with alarm, averting her gaze.

Maleficent sniffed. “So you _do_ have a modicum of self-preservation instinct in that head of yours. I was beginning to wonder.”

Rose busied herself with studying a stalagmite that protruded from the ground, running a finger over its bumps and ridges. When enough time passed for her embarrassment to subside, she chanced a look up at Maleficent, whose expression was back to completely neutral.

"Why did you bring me here?" Rose asked.

Maleficent glided along the rocky shoreline at a deliberate pace. “My line of work involves making a great many deals. Various forms of barter, if you will.” She reached up and plucked something from the end of a low-hanging stalactite. “This place, being the only one of its kind in the land, contains rarities of great value to those engaged in certain professions.”

"So you come here to collect them? For trade?" Rose asked, intrigued beyond measure.

"Yes." Maleficent returned to Rose’s side and opened her hand.

Resting in Maleficent’s palm was a snow-white flower, with perfectly formed tubular petals amid a spray of spiky leaves. Something looked uncanny about it, though. Rose leaned in for a closer look and exclaimed, “It’s made of crystal!”

"It’s an anthodite," said Maleficent. "A potent additive, when handled properly. It grows in no other conditions but these." She handed it to Rose, conjured a basket from thin air, and handed that to her too. "Find more of them. Mind you don’t fall in, though."

For a dreadful moment, Rose thought Maleficent was going to leave her here by herself. But she merely turned aside, walking to the water’s edge. Rose breathed a sigh of relief. Despite her earlier bravado, the idea of wandering around alone in the dark filled Rose with unease. For once, Maleficent’s presence chased away her anxiety instead of causing it. _Funny how that’s worked out_ , Rose thought, and set about the task given to her.

 

* * *

 

"Oh, a quest, we’re going on a quest!" Fauna said eagerly.

"Better than waiting around doing a whole lot of nothing, that’s for sure," Merryweather agreed. "We’ve wasted too much time already."

"I’ve always wanted to go on a quest." Fauna flitted about the cottage, shrinking their belongings. They were going to meet Phillip back at the inn and leave at first light. Journeys to the Sage Kingdom took around two weeks on horseback, so they had to be prepared for anything.

"This isn’t about what _you_ want, dear,” said Flora.

"I know, but isn’t it so perfect? Just like the tales! A valiant prince finds a missing princess through the power of true love," said Fauna, clasping her hands and leaning her cheek against them.

"How do you know this is going to work?" Merryweather asked Flora.

"Mistress Camellia is an old friend of mine," Flora replied. "She has just the charm we need, and I’m sure she’ll let us borrow it to use on Phillip once she hears our story."

"We’ll be gone an awfully long time," said Merryweather.

"Yes, yes, there’s nothing to be done about that."

"Won’t the King and Queen be worried sick?"

"The King and Qu-" Flora covered her mouth. "Oh dear, I knew I was forgetting something."

"And Hubert, too!" Fauna chimed in.

"They won’t be happy when they find out," said Merryweather.

Flora held her wand tightly. “They’re not going to.”

"They’re not?"

Flora had a determined look in her eyes, the kind that brooked no argument.

"We’ll put them all to sleep," she said, "until we return with Aurora."


	4. Chapter 4

"So, have all the carpets been beaten?" asked Rose.

"Oh yah, we beat 'em all up," said Mort, waddling next to her down the hallway between the armory and barracks. "Every last one."

"The rubble in the courtyard cleared as well?"

"The rubble, let's see... yep, thrown it down the mountain, we did."

Rose nodded. "And how is Klack's leg doing?" she asked with a twinge of guilt. Klack was one of the bird-like creatures who got hurt the previous day when a damaged column his crew was repairing collapsed.

Mort gave Rose a confused look. "Fine, it's doing fine," he said after a short pause.

"Oh, good."

That was a relief. The more Rose worked on the castle, the more obvious the gaps in her knowledge became. With simple affairs like cooking and cleaning, she could rely on her own experience, but anything to do with its actual construction felt hopelessly beyond her abilities to handle. What was Maleficent playing at, handing over that much responsibility to someone like her? Maybe she hoped Rose would get both herself and the minions killed in an unfortunate accident, thus ridding her of two sources of irritation at once.

Rose pushed the thought from her mind and asked Mort something else she'd been wondering for some time now. "Maleficent has very powerful magic, doesn't she?"

"Yah, very, very powerful."

"So why doesn't she just—" Rose waved her hands in the air, "and fix up the castle herself?"

Mort shook his head. "Uh, she don't do that because, because her kind of magic won't work that way."

"It won't? What kind of magic does she have?"

"Evil fairy magic, you know, it's…" Mort scratched under his helmet. "It's for hurting and breaking. Making chaos. No fixing."

"Oh."

It never occurred to Rose that there might be any limitations to Maleficent's power. Or that there were even different kinds of magic, for that matter. It just went to show how little she knew about the world and the way it worked, still.

"Uh oh," said Mort.

Rose looked up and saw Maleficent storming down the hallway towards them, face set in a scowl. Uh oh, indeed.

"The cauldrons on the ramparts. What have you done with them?" Maleficent demanded without preamble.

"The caul-" Rose blinked, then realized what she was talking about. "Oh! They weren't being used, so we moved them to the kitchens this afternoon, to make vegetable stew."

Maleficent looked appalled. "Put them back. Right now."

"But the stew isn't—"

"Did I not make myself clear?"

"No! I mean yes, sorry, we'll put them back right away."

"Mort!" Maleficent barked. Mort gulped and sidled out from behind Rose. "Why are only half your troops present? Where are the rest?"

"They're gone to the forest to get mushrooms, and roots," Mort counted on his fingers, "and berries, and—"

"Recall them immediately."

"Yes, Mistress!" Mort dashed off without a second look.

Maleficent stared at Rose. "Why are you still here?" she asked.

Rose tried not to shrink against the wall. "I- I'm going, I'll just... get some help," she said lamely, and ran the rest of the way to the barracks, feeling Maleficent's disapproving glare on her back.

She had no idea what was going on, but burned with embarrassment all the same. She'd been ignored for so long, and now she'd finally overstepped, done something she shouldn't have, and gotten everyone in trouble. She hoped it wasn't too great an offense; it _was_ true the cauldrons hadn't been touched in years, they were so nice and big, and there were so many minions to feed — over a hundred of them, she'd counted — and now she had to move all that stew into smaller pots, and oh, what a mess this had become.

Rose clutched her head. It was going to be a long night.

 

* * *

 

Merryweather had a bad feeling about this, and she was not ashamed to say so. "I think we should keep moving," she insisted for the third time in the last hour.

Of all the places they would pass through on the way to the Sage Kingdom, the Valley of Ash was the worst possible choice for somewhere to make camp. Yet here they were, with night falling fast and many more leagues to go before reaching the other side. Hemmed in by the Forbidden Mountains to the east and the Dragon's Teeth — a desolate chain of volcanoes — to the northwest, the valley was a dangerous thoroughfare frequented by creatures of evil great and small.

"I know, dear," said Flora, "but we have to make the best of a bad situation and it's safer to stay put. We'll draw less attention this way."

Merryweather folded her arms. "Well, I still say the sooner we get out of here, the better."

"It's just for one night, and we'll ward the campsite, besides."

"And poor Samson needs to rest," added Fauna.

Merryweather looked over at their charge sullenly. If only Phillip had watched where he was going, his horse wouldn't have slipped on a slope of loose basalt and twisted a leg. They'd wasted precious daylight hours healing Samson, and even then Phillip had to walk on his own two feet while the charms did their work, further slowing them down .

"Oh, all right," said Merryweather. "But one night only! I hate this place."

They settled in a small cavern, really just a shallow opening at the base of a cliff, and together warded the entrance with their wands.

"What was that?" Phillip asked when they were done.

"A protective spell, dear," said Flora. "To conceal our presence and stop nasty intruders from coming in."

No sooner were the words out of her mouth than a loud blast echoed through the valley, reverberating between the steep mountainsides. Phillip whirled in a circle, eyes wide. "What was _that_?" he asked.

Merryweather nearly flew out to investigate, but Flora grabbed the back of her dress and reeled her in. "We mustn't be seen!" she reminded her urgently.

Outside, the dark sky turned a sickly shade of yellow. Distant lights flashed on the western horizon, visible between the mountaintops, sharp volleys of red and purple crackling with energy, colliding again and again.

"Oh, oh, oh!" said Fauna, covering her mouth with one hand and clasping Flora's forearm with the other. "It's a duel! Oh, look how they're fighting!"

" _Who's_ dueling?" asked Phillip.

"Evil fairies. They're always at it, vying for each other's power," said Flora with disgust.

"Will it be to the death?" Phillip wondered.

"Ooh, I sure hope so," said Merryweather. "One less menace for us to worry about. Wouldn't that be nice?"

Merryweather had once witnessed a duel in her youth, a territorial spat between two evil fairies of equal strength that escalated into a battle lasting days. When the dust had settled, one fairy was dead and half a human kingdom that had the misfortune of existing too close by lay in ruins. Here, at least, in the no-man's land of the mountains and the valley, it was unlikely any innocent bystanders would be harmed.

"I don't think it's very nice to wish for anybody's death," Fauna said doubtfully.

Merryweather _hmph_ ed and retorted, "It is if it's an evil fairy."

"In any case," said Flora, "whatever is going on out there isn't our concern, and on the bright side, we're far less likely to be noticed. Now, what we ought to do is eat and rest. Who's hungry?"

"Starving," answered Phillip, sitting down on a rock.

Fauna rummaged through their supplies. "I'll make some tea!"

Though they were hidden from the outside world and prying eyes by their magic, the Good Fairies nevertheless took turns keeping watch at the mouth of the cavern all through the night, ready to sound the alarm at the slightest sign of trouble.

One could never be too careful, naturally, when surrounded by those who were up to no good.

 

* * *

 

Several hours after going to bed, tired and stressed, Rose was startled awake by frenzied cawing outside her window. She sat up and saw a black shape beating its wings against the panes.

"Diablo?" Rose mumbled, voice muzzy with sleep. She lurched out of bed, crossed the floor and fumbled with the latch on the window to get it open. Maleficent's companion burst into the room, flying in circles.

" _Awk, awk, awk!_ "

Rose felt her chest tighten with growing alarm. "What is it? Where's Maleficent?"

Diablo went to the door and took off down the stairs the instant Rose opened it. Throwing on a cloak over her nightgown, Rose ran after him pell-mell. Something was wrong. Very wrong. It had to do with Maleficent's hurried behavior earlier that evening, she was sure of it. Was the castle under attack? What could she possibly do to help? Her heart pounded at a pace matching her feet against the flagstones as she followed Diablo out from her tower, through a cloistered walkway and down two more flights of stairs to the courtyard.

" _AWK!_ "

There, a ball of green flame hovered mid-air above their heads. Diablo flew at it, crowing frantically all the way. The light flickered weakly, grew bright, then dim, then expanded with a flash as a dark figure materialized and tumbled to the ground.

Rose rushed forward without a second thought, filled with fear and worry, to where Maleficent lay prone in the center of the courtyard. She bent down to place a tentative hand on her shoulder and gasped when she noticed that Maleficent was shaking feverishly, felt the tremors racing through her body. Was she—

"Stand back!" Maleficent snapped, causing Rose to withdraw her hand hastily. She attempted to rise without much success. "I do not require your concern," she said through gritted teeth, even as her struggle belied her words, "nor incessant hovering."

Undeterred, Rose caught Maleficent by the arm before she could collapse again. "Are you hurt? What happened?"

Maleficent braced her scepter against the ground and got to her feet. "I was aiming for my tower," she grated.

"You missed!"

"Do strive to accomplish more with your keen powers of observation than stating the obvious."

Rose winced but said nothing, focusing instead on keeping Maleficent upright by offering a shoulder for her to lean on. It was perhaps a mark of how exhausted Maleficent was that she accepted the assistance without further comment, snide or otherwise. Up close — the closest she'd ever been — Rose could discern that her robes were scorched in places, torn in others, and covered in a fine layer of soot.

"What happened before that?" Rose asked once they'd taken a few shuffling steps toward the doorway leading back inside.

"An ambush. It seems," Maleficent replied grimly, "I am not immune to basilisk venom."

"Is- is it...?" _Fatal_ , Rose wanted to ask, but at the same time was afraid to hear the answer. It was enough of a shock to learn that the most powerful individual she'd ever met could have any vulnerabilities at all.

"A single glance from a fully grown basilisk means instant death for any human. One drop of its venom is sufficient to poison the water supply of an entire village."

"But you, you're not… will you survive?"

Maleficent gave a harsh laugh. "It is what I do. I only need—" her words were cut short when she stumbled on a stair, hissing with annoyance. Rose instinctively put an arm around Maleficent's waist to steady her; she was hot to the touch and getting more so by the minute. That couldn't be good.

"What? What do you need?" Rose asked, a desperate plea in her tone. They had arrived in the throne room, empty and cold and dimly lit by torches guttering in their sconces.

"Get me to my throne first," Maleficent gasped. She clutched Rose's shoulder and seemed to still be moving out of sheer spite and willpower alone. When they reached her throne after what felt like an interminable stretch of time, she sank into it, eyes falling shut. "Go," she said in a strained voice, "to my tower." She removed the polished black stone ring that always graced her right index finger and extended it to Rose on an open palm. "This will grant you access to my chambers."

Rose could not keep her hand from trembling as she took the ring.

"Heat the kettle in the hearth," Maleficent continued between shallow breaths, "and then fetch the clay jar and cup from the second shelf above my desk. Transfer one teaspoonful of powder from the jar to the cup. Do you follow?"

Rose nodded, eyes wide, then remembered Maleficent couldn't see her. "Yes," she said.

"When the water reaches its boiling point, fill the cup halfway and stir. The instant it begins to froth, you are to add three drops from this—" Maleficent opened her eyes, retrieved something from within the folds of her robe, and handed it to Rose. It was a small, translucent sac, sticky and stained with what looked like blood. "Do not stop stirring until the frothing ceases, then bring the brew to me. You must follow these instructions precisely."

"I will, I promise!"

"Go with her, my pet," Maleficent told Diablo, who had perched on the arm of her throne, "and see that she does."

With one last terrified glance at Maleficent, whose condition looked truly awful, Rose sprinted off through the castle corridors, ignoring the burning ache in her lungs. When she reached the tower's entrance, she touched the ring to the closed door uncertainly.

Both ring and door glowed white around the edges, the latter swinging open of its own accord a moment later. Rose held her breath as she stepped over the threshold. She felt every inch an intruder here in Maleficent's chambers and hardly dared to look beyond what she needed to do. As if in a dream, she followed Diablo around the room, lighting a fire in the hearth and collecting the items necessary to complete the task she'd been entrusted with.

Her stomach twisted itself in knots at the gravity of the situation. What if she made a mistake? What if she remembered the steps wrong, or messed up their order? She couldn't bear the guilt of failure, she couldn't—

Perhaps sensing her distress, Diablo settled on her shoulder, a comforting weight that helped calm her rattled nerves while she worked. Rose swallowed thickly and wiped at her eyes, not realizing she'd been on the verge of tears until feeling the wetness on the back of her hand.

"Thank you," she told Diablo, voice wavering.

Diablo gave a soft warble in response before leaning forward to watch Rose pour boiling water from kettle to cup and carry out the rest of Maleficent's instructions. A foul, acrid cloud of steam wafted up from the resulting mixture, and Diablo hopped up and down with excitement.

Rose looked at him. "Is it done? Did I do it right?"

Diablo cawed once and flew out the door. Gripping the cup in both hands, Rose returned to the throne room as quickly as she dared without sloshing any of its liquid contents out on the way.

She skidded to a stop in front of Maleficent, who had slumped over in her absence. Rose fought down a fresh wave of panic — _was she too late? how long had she been gone?_ — until Diablo stirred his mistress awake by flapping about and pecking her horns relentlessly.

"You're back," muttered Maleficent, propping herself up with one elbow on an armrest. Rose promptly gave her the noxious-smelling brew, which she downed with a gulp and a grimace.

Tense minutes crawled by during which nothing changed, much to Rose's mounting anxiety. She didn't know what else to try if this didn't work. The worst thing that had ever happened before was the time she got stung by a wasp, and though her aunts had fretted and fussed over her with herbs to ease the pain, she doubted any of that would be of use now. Oh, if only she could do more to help! She had no one to ask, nowhere to go...

Just as Rose was about the reach the end of her tether, Maleficent inhaled sharply. Gradually, she stopped shivering, started breathing easier, and the color returned to her previously ashen face. She raised her head and locked eyes with Rose. "What are you staring at?"

"Oh!" Rose clasped and unclasped her hands as relief flooded through her. "You- you're all right?"

"I will be." Maleficent stood with the aid of her scepter, movements slow and stiff. "Help me to my tower."

Rose offered up her shoulder once more without hesitation. "Oh," she said again, taking Maleficent's ring out of her cloak pocket to return to its rightful owner. "Here you are."

"Hmm." Maleficent slid the ring back on her finger and placed a hand on Rose's shoulder. Rose tingled faintly at the contact.

They walked in silence, retracing the path back to Maleficent's tower. Now that the immediate danger had evidently passed, Rose found her curiosity returning twofold, for so much of the night's events remained a mystery to her. But one look at Maleficent's face was enough to tell that she would not be in the mood for answering more questions tonight.

Her assumption was soon proven correct when, minutes later, Maleficent collapsed onto her bed and seemed to be asleep before her head had even touched the pillow.

Rose stood there, feeling at loose ends. Diablo had glided to a wooden perch by the eastern window, where he alternated between preening his feathers and studying Rose with a watchful eye. Not knowing what else to do, but not wanting to leave right then, she stoked the fire burning low in the fireplace, draped a blanket over Maleficent, and pulled up a stool to the bedside. She sat down, mind still reeling from all that had happened.

Quiet settled over the room, save for the occasional cracks and pops from the fireplace. Rose wrapped her arms around herself and tried to piece together what little she knew. Maleficent had wanted the castle prepared for an attack that hadn't come — at least not yet. At some point during the night, she'd gone elsewhere with Diablo and very nearly didn't make it back. This thought was deeply upsetting to Rose for reasons she did not quite understand. She felt a strange ache in her chest, one that had nothing to do with all the running she'd done. What if Diablo hadn't alerted her? What if she hadn't woken up in time?

Rose shook her head. It was useless to speculate about what could have gone wrong when disaster had been averted in the end, wasn't it? She gazed at Maleficent, relishing the opportunity do so without fear of being blasted into oblivion for her impertinence. Even in sleep she appeared troubled, lips downturned, a deep furrow creasing her brow, and Rose had to tamp down the sudden, mad urge to reach out and smooth that brow with a soothing touch.

What had gotten into her? How had she come to care so much about the well-being of someone who wished her dead until little more than two weeks ago, and ever since then seemed indifferent as to whether or not she existed at all? It was irrational, imprudent, and yet all she could think about was now that she'd _started_ caring, she didn't know if she could simply _stop_.

Rose supposed she ought to return to her own room. Maleficent, who despised people hovering around, certainly would not want to see her here when she awoke.

She would go soon, right after making sure of… what, exactly? That Maleficent was still breathing? That was silly. Of course she would be fine; she'd already said so earlier.

Rose had so many questions left unanswered. She would leave and find Maleficent again in the morning to ask. Yes, that sounded like a good plan.

She closed her eyes to rest them, just for a moment...


	5. Chapter 5

**Notes for the Chapter:**

> My eternal gratitude goes to [Dreamincolor](http://archiveofourown.org/users/Dreamincolor) (aka [nookiepoweredamazon](http://nookiepoweredamazon.tumblr.com) on tumblr), whose mad beta skills greatly improved this chapter. And a huge thanks to everyone who has stuck around to read and comment on this fic so far! Your feedback means the world to me and brings such joy to the writing process.

Rose drifted awake from dreams she could not remember, odd fragments that fell apart and flew away from her the moment she tried to grasp at them. She first became aware of the uneven patter of rain – now soft, now hard – driven by gusts of wind against the tower walls. Her shoulders felt stiff and the side of her cheek was numb. Dimly, she realized that she was not lying down in her bed, but slumped forward over a flat surface, face buried in her arms.

The next thing she became aware of was fingers combing through her hair, softly, from roots to ends, over and over again. Light as a forest breeze, the touch sent a pleasant, tickling sensation down her spine, making her feel afloat and at peace, almost lulling her back to sleep.

Rose didn't know how long she hovered between slumber and wakefulness; it felt so nice she wished it could go on and on. She gave a contented sigh.

Immediately, the hand in her hair stilled, causing Rose to furrow her brow in confusion. Something incongruous tugged at her consciousness, something important she'd forgotten... then she recalled just where she was, and her eyes snapped open as she let out a surprised gasp. The hand withdrew hastily, as if it had been scalded.

Rose lifted her head, blinking blearily at her surroundings until they came into focus. She had nodded off in Maleficent's chambers. Beside Maleficent's bed. Which was currently occupied by a glowering Maleficent, sitting up against the headboard, with an open book laid across her lap and left hand clenched in a tight fist before her chest.

Horrified at herself for what she'd done, Rose scrambled backwards from the edge of the bed, gripping the sides of the stool she was seated on to steady herself.

"I'm sorry! I-"

Maleficent silenced her apologies with a withering look. Rose gulped and tried to quell the mortification that threatened to engulf her.

"Why did you do it?" Maleficent asked, a hard edge to her voice.

"I didn't mean to, really, I must have been more tired than I thought and-"

"No," Maleficent interrupted with an impatient growl. Deliberately, she relaxed her hand and placed it palm down next to the book. "Why did you help me?"

Rose gaped at her uncomprehendingly. At no point had it ever occurred to her that _not_ helping might be an option. "I..." she began, but found her mind was blank. "I don't know. Why wouldn't I?"

"There are plenty of reasons." Maleficent's tone was brusque as she turned her head, looking out the window to the right of the bed. It seemed she wasn't going to name any of them. "I'm sure you can work out a few."

In profile, with the grey light of morning falling on her, Maleficent appeared haggard and tired – skin drawn tight over sharp features, dark circles under her eyes – yet somehow remained alert as ever, tense and coiled like a trap ready to spring at any moment. The memory of a gentle hand stroking her hair only minutes earlier came back to Rose unbidden, and try as she might, she could not reconcile this mental image with the one before her now.

Rose sighed and scrubbed her face with both hands. She was not awake enough to be having this conversation. If she thought about it, she supposed Maleficent meant that if she did nothing to help, if she... if she allowed Maleficent to perish, she might have personally benefitted as a result. But even putting aside the awful, distressing nature of this idea, what would she do then? Go back to her fairy godmothers, to the king and queen, a life she had no control over, just when she was beginning to carve a place for herself here? Rose realized with a start that she did not wish to leave. Perhaps she truly was going mad.

She peeked at Maleficent from between her fingers, and seeing no change in Maleficent's stance, lowered her hands to her lap. "I couldn't... I couldn't just leave you like that, not when you looked like–" she stopped, a new thought occurring to her. "Why did you trust me?"

"What?"

"To not mess it up."

Maleficent regarded her for so long that Rose thought she wasn't going to answer. "Well," she said at last, looking away again pointedly. "You've been capable enough in other regards. Why would this be any different?"

Rose felt a warm glow in her chest at the unexpected compliment, the first she'd ever received from Maleficent. Who was starting to trust her. Who thought she was _capable._ Rose wanted to sing with happiness, but the more prudent part of her mind warned that doing so was probably a bad idea.

"Are you feeling better?" she settled on saying instead, trying not to smile, but only partially succeeding, resulting in an expression that was in all likelihood bordering on deranged.

"Yes," Maleficent replied. It was just as well she was looking anywhere but at Rose.

"Then can I ask- I mean, if you don't mind…"

"Get on with it already."

Rose sobered a little and took a moment to gather her thoughts. This was the chance she'd been waiting for, and who knew when the next time one like it would come along? She decided to start with the most pressing of questions weighing on her from the previous night. "Are we in danger? Of being attacked?"

" _We_?" Maleficent's golden eyes bored into her now, an eyebrow arching up.

"The- the Forbidden Mountains," Rose corrected herself, turning pink.

"No. Not anymore."

"Anymore?"

"If you must know, I've been receiving threats since your arrival here. It was exceptionally irritating."

Rose's heart skipped a beat. Threats? Because of her? Had her parents surmised where she'd gone? Did they want her back? What did Maleficent mean by 'not anymore'? Did she, were they–

"Stop looking at me like that," Maleficent said with an air of exasperation. "It's not whatever conclusion you're busy jumping to."

Rose lowered her gaze, finding the pattern of the bedspread to be a fascinating subject for study.

"The curse I placed on you was not some mere party trick. A significant amount of power is required to bind one's fate through time and circumstance," Maleficent continued after several moments' pause. "Likewise, revoking it meant a release of just as much power back to where it came from. Such an act did not go unnoticed."

Rose could not fathom where this was leading, but a shudder went through her nonetheless. "Unnoticed by whom?" she asked, looking up again.

"Others like me, of course."

"You mean… evil fairies?"

"Yes." Maleficent sneered. "Evidently, it was perceived as a sign of weakness on my part, letting you _go on living_ , as you asked of me with such fervor. Weakness, whether real or not, invites challengers."

"So last night was…"

"A pitiful mockery of a duel. Someone fancied himself the next Master of the Forbidden Mountains, thinking he was a match for _me_ just because he'd tamed a basilisk." Maleficent gave a haughty sniff. "He was wrong, the poor fool."

"Because you won?"

"I killed them both."

Rose felt faintly ill.

"Oh, come now, Briar Rose. That's the way these things go. What's the matter, have your delicate sensibilities gotten the better of you?"

"No! I just never..." Rose trailed off, uncertain of how she felt or what to say. She'd never what? Thought about it? Killed anyone? Imagined the lives of evil fairies could be so brutal and merciless?

"Every station has its price. Did you think I achieved mine through courtesy and kindness?" Maleficent sounded darkly amused. "Handing out flowers, patting people on the head?"

Rose shook her head, not trusting herself to speak without sounding even more naive than she surely did already. She wished Maleficent would stop looking at her so sardonically, like she expected Rose to express shock, or fear, or maybe flee the room in a fit of crying.

Even as a part of her wondered if she mightn't be better off doing just that, Rose took a deep breath and changed the subject. "What does a basilisk look like?" she asked. "I've never seen one before."

To her surprise, Maleficent chuckled. "Pray that you never do," she said, and flipped backwards through the book in her lap. Upon arriving at the page she was looking for, she turned the book around for Rose to see.

At the top was an ink drawing of a winged, scaly beast that looked like a cross between a snake and a bird, with an elaborate crest atop its head, a viciously hooked beak, and a long, winding tail twice the length of its body. Beneath the illustration was written the title, " _King of Serpents_ " followed by a description of its origins and terrible capacity for destruction.

Rose reached out, stopped, then looked up at Maleficent and asked, "May I?" At Maleficent's nod, she pulled the book closer to herself and turned the page.

The next few pages listed dozens of ways the creature's parts –  its eyes and scales and venom and so on – could be combined with other ingredients and what the resulting concoctions did, from benign to deadly. The text read like a cookbook, one that was at once gruesome and utterly absorbing.

"What was that powder in the jar?" she asked after reaching the end of the list without seeing anything like what she'd made the previous night.

"A magically infused compound that reverses the effects of whatever it is combined with."

"That's incredible! Did you create it?"

"No. It is made from good fairy magic." Maleficent spat the last few words out like they left an unpleasant taste in her mouth. "I acquired it long ago, in case it might prove useful one day."

"And it did!"

Rose's outburst earned her another glare. Biting her lip, she returned the book to Maleficent, who resumed perusing its contents.

Outside, the rain continued to drum an irregular tattoo against the windows. Across the room and on his perch, Diablo slept soundly with his head tucked into a wing. Rose fidgeted, wondering if she should stay or go, and opened her mouth to ask.

"I am trying to decide what to do with the remaining venom," Maleficent said abruptly, almost conversationally. "It would be a waste not to use it for something. I've not brewed anything in quite some time, though."

Rose's mouth remained open in surprise. Was Maleficent _confiding_ in her? "Oh," she finally managed. "Is there… can I help?"

Maleficent snapped the book shut and gave her an inscrutable stare. Rose looked right back unblinkingly.

"Perhaps you can," Maleficent said.

 

* * *

 

It had been a great many years since any of the three Good Fairies last visited the Sage Kingdom, a place they'd called home for much of their early lives. Nestled among the temperate hillsides and enchanted groves of the south, it was the only domain out of all the Five Kingdoms co-ruled by fairies and humans. This unlikely state of affairs was held together by a pact stretching back centuries, one that had ensured the survival of both groups in the midst of a particularly long and bloody war.

Long did peace reign over the lands, its borders protected by powerful magic, for the Sage Kingdom was a realm that suffered the presence of no evil fairies and their wicked tendencies.

"Oh, what a sight for sore eyes," said Flora.

"We made it!" Fauna chirped with joy.

"And not a minute too soon," said Merryweather.

The fairies' general mood had brightened considerably once the Valley of Ash and its harsh, treacherous slopes gave way to rolling green hills lined with multicolored trees that afternoon. None of them had slept well the night before – kept up for hours by the crashing sounds of a terrible battle being waged in the distance – and now they could finally let their guard down.

"Is it much farther now?" asked Phillip from astride Samson, who was doing much better and appeared none worse for the wear after recovering from his injury. Even the air was easier to breathe, clean and refreshing, carried on mild winds that rippled through the tall grasses.

"It's only another two days' ride to the capital, dear," Flora replied, and then tapped her chin. "You know, maybe I ought to fly ahead and let Mistress Camellia know we're coming. It wouldn't do for all of us to simply drop in unannounced."

"That's a good idea," said Fauna.

"Why, does she dislike visitors?" Phillip asked.

"No no, not in the least! She's very friendly," said Flora. "It's just better to be polite; after all we _are_ going to ask a special favor of her, and she might need time to prepare."

Phillip looked quizzical. "Don't you have to promise something in return when you wish upon a fairy?"

"You're thinking of evil fairies," Merryweather informed him. "Good fairies grant wishes freely, if it's in their power to do so."

"Oh." A relieved grin spread across Phillip's face. "That makes things easier, then."

Fauna flitted alongside Phillip and patted his hand. "You needn't worry about a thing, dear," she said. "Mistress Camellia happens to be an expert in magic surrounding true love. She'll help us find Princess Aurora as surely as the sun rises."

"And then you'll wake everybody up?"

"Yes, that's the very first thing we'll do. Isn't that right, Flora?"

"What a silly question," Flora huffed. "Of course we'll wake everyone up once we bring Aurora home!"

"I still don't fully understand why you had to put them to sleep in the first place," said Phillip.

Flora seemed rather put out by this persistent questioning of her motives. "You must know it was for the best," she said, an extra sweetness in her tone that only her sisters recognized as annoyance. "When they awaken, it'll be like nothing ever happened, and everyone will be so happy."

"I suppose you have a point," Phillip conceded. He stretched in his saddle, apparently satisfied by the answers he'd received, and began to whistle a cheery tune.

The matter settled, Flora bade the others a pleasant journey – with the plan to meet at the gates in two days' time – before flying off on her own. Minutes later, she was but a tiny speck in the clear blue sky, and soon enough disappeared entirely over the horizon.

 

* * *

 

As Rose climbed the stairs to her chambers, clutching a pair of books close to her chest, she reflected that it had been a very odd day.

She had started it disoriented, embarrassed, fully expecting to be reprimanded for her carelessness, only to be… well, if not exactly rewarded, then at least given more than she would have otherwise dared to hope for.

 _"Perhaps you can,"_ Maleficent had said, and then sent her out with instructions to wait for her in the study. She joined Rose there a short time later, whereupon she levitated several volumes off the shelves with a casual wave of her hand and turned around, asking, "I trust you know what to do with these?"

"You mean read them?"

"Yes." A flick of Maleficent's wrist sent two of the books flying at Rose, who barely managed to catch them without stumbling.

Rose studied the covers, one made of heavy, carved wood, the other bound in black leather and inset with gold lettering. " _Alchemy for the Ages_ …" she read out loud, "and _Madame Veira's Guide to Elementary Brewing_?"

"Start with Veira," Maleficent remarked. "Her methods are more practical, less esoteric, not so steeped in superstition."

"Th-thank you–"

"Her work caused quite a stir when it first began to circulate. She was nearly burned at the stake for her troubles."

Rose looked up at Maleficent, then back down at the books, and then to her complete horror, was overcome by a mighty yawn.

"Am I boring you?"

Rose clamped a hand over her mouth and shook her head. "Oh, no, it's not that," she insisted, lowering her hand. "It's just–"

Maleficent jerked her head towards the door. "Go rest," she said lightly. "Contrary to whatever impressions you may hold, this place will not fall down around your ears if you cease working on it for a day."

Rose had merely nodded, eyes wide, unsure how to convey her gratitude, and left the room. Not for the first time, she could sense Maleficent's gaze on her back as she walked away.

Only now that she'd returned to her own chambers, she found that she no longer felt tired enough to go back to sleep. A glance out the window told her it was a little after midday, and her veins thrummed with anticipation for reasons she couldn't place.

When she went to hang her cloak by the door, something caught her eye – it was a tray of food on a wobbly stand, propped against the wall. Rose smiled to herself. The minions must have come by this morning and left it for her. From the looks of things, they were already getting better at preparing meals than her fairy aunts ever were.

Tucking the books under her arm, Rose carried the tray to the round table next to the window and set everything down before seating herself. She took a handful of fresh berries, careful not to stain anything with their juices, then flipped open _Madame Veira's Guide_ to the first page. And began to read.


	6. Chapter 6

Sometimes, Rose missed the forest.

She thought about the great, towering trees with their broad canopies and wondered what her woodland animal friends were up to; reminisced fondly about pretty little birds serenading one another and delightful bursts of yellow and pink and lavender where wildflowers bloomed.

"It's not that I find this place dreary," she explained to Mort as they walked up the mountain path to the drawbridge, returning from a morning of gathering the brown, spongy mushrooms that sprouted from crevices in the limestone after it rained. "I think the castle has a lot of character, I really do. But don't you think a little more color wouldn't hurt?"

Mort squinted at her over the laden basket in his arms. "You mean painting the walls and things?"

"Well, no." Rose couldn't help smiling. "I was thinking maybe a garden."

"A garden? Oh, yah, I've seen those before!" Mort perked up, only to droop his shoulders a moment later. "Except nothing really grows around here no more. Ever since the rains started."

"But rain is good for plants!"

Mort shook his head. "Not the other kind of rain. Burned everything, it did... like skin, and trees, and rocks, and even metal."

"That sounds terrible! When did it start?"

"Oh, long, long time ago. Let me see…" Mort tipped his head backwards, eyeballing the sky. "Two years, no, maybe three years before Mistress took over. Then at least once a year since."

Rose blinked and stopped in her tracks. "Wait," she said. Mort waited. "You've been here longer than Maleficent?"

"Uh huh."

"How is that– I mean, I just always thought she created you," Rose admitted.

"First Mistress before her, she's the one who made us, lots of us. Killed us lots, too."

Rose could scarcely keep up with what she was hearing, so greatly did it overturn her assumptions about Maleficent's minions. Though she supposed it was her own fault for making assumptions in the first place. "Your first Mistress killed her own creations?" she asked faintly, unable to understand it at all. "Why would she do such a thing?"

"If we messed something up, or didn't get what she wanted, or if someone else got her mad." Mort shrugged. "Lots of reasons. Now we just get zapped, it's not so bad."

"Oh," was all Rose could say.

"And since _you_ got here, Mistress don't even zap that much like she used to," Mort added.

The same warm glow Rose had felt in her chest the other day was back. It could easily be a coincidence, but maybe taking the minions off Maleficent's hands had done some good after all. "Well," she said. "I'm happy to hear that."

They walked in companionable silence for a while, crossing the drawbridge and making their way toward the inner sections of the castle. Rose was thankful for these conversations with Mort; they were often informative and not nearly as intimidating as talking with Maleficent herself.

"How did Maleficent take over the Forbidden Mountains?" she asked.

"First Mistress went away, told us to watch the castle or else. We watched for a whole moon and she didn't come back. Then new Mistress came, and showed us old Mistress's scepter, and said she was the boss from now on," Mort replied. "That's how."

"Telling tales, are we?" said an all-too-familiar voice from the shadows.

Rose squeaked with fright. To Mort's credit, he didn't drop the basket, though he jumped when Maleficent glided through an archway that had definitely been a wall moments ago. She looked down her nose at him and held out a hand. "I'll have that," she said. Mort passed her the basket. "You may take your leave."

Mort saluted her, turned to Rose, repeated the gesture, and trundled off.

"I'm impressed he remembers even that much," Maleficent said, watching him go.

"So it's true, what he said?" Rose asked.

"Of course it's true." Maleficent beckoned for Rose to accompany her back the way she came. "Come on, then. This potion isn't going to finish itself."

Not a moment after they passed beneath the archway, a solid wall re-materialized in its place, accompanied by a green glow that quickly faded. Rose looked over her shoulder in appreciative wonder before turning to hurry after Maleficent.

The shortcut landed them just down the hall from the room they'd been using to brew for the past couple days. Once inside, Maleficent emptied the basket's contents onto a clear spot on the workbench. "Chop," she said, gesturing at the mushrooms, and went to check on the venom simmering in the distillation flask a few steps away.

Rose took a moment to tie her hair back, careful not to leave any strands loose. Madame Veira's book had made clear the dangers of sloppy habits, from catching on fire to accidentally binding one's essence to the potion at hand… with unintended and often unwanted consequences.

"How is it?" she asked, rolling her sleeves to just below the elbow and picking up a knife.

Maleficent peered into the collection chamber connected by a slender glass pipe to the flask. "Nearly ready," she declared. A small amount of clear fluid pooled at the chamber's bottom, in contrast to the pale amber hue of the venom in its original state.

Rose hummed in acknowledgment and began to chop the mushrooms, enjoying the simple, repetitive motions of the task. Mort's story still fresh in her mind, she wondered if Maleficent would be amenable to revealing more about her past, or if prying too much would result in Rose getting thrown into the potion.

But perhaps her fears were exaggerated. If anything, Maleficent seemed to be taking great pains to avoid any sort of physical contact with Rose, ever since that morning at her bedside. It would have almost been comical, the way Maleficent always managed to give her a wide berth even in the close quarters of the brewing room, if it didn't cause Rose to ache with an inexpressible sense of yearning.

Growing up, Rose had thrived on touch. The warmth of giving and receiving affection with a comforting hug or reassuring pat came as naturally to her as breathing itself. Everyone she'd ever interacted with thus far in her life – even that strange young man in the woods – contributed to that notion. Only Maleficent, so closed off and fiercely independent, seemed to act on different principles. It left Rose in a perpetual state of uncertainty, never knowing if her presence was wanted or merely tolerated.

Rose glanced at Maleficent out of the corner of her eye. There she stood on the other side of the cauldron in the center of the room, absorbed with stirring its bubbling contents while consulting the book laid open on a solid wooden stand next to her. Perched on a corner of the stand, Diablo bobbed in time to the turns of the ladle. Every now and then, Maleficent reached out to absently stroke the top of his feathered head. Rose felt a twinge of envy at the sight, and mentally berated herself for the absurdity of envying a _bird_.

But then a new realization struck her, one that made her want to curl into herself with shame. She thought back to her encounter with that stranger in the woods — while he'd turned out to be a harmless diversion, she hadn't forgotten how uncomfortable it had been in the beginning when he kept grabbing her hands as she pulled away. Then, she recalled Maleficent pulling away when she'd found her in the courtyard three nights ago, and how she'd grabbed her anyway against her wishes. Rose's heart sank. While a part of her knew the two situations were different, she couldn't help feeling like she had broken some sort of unspoken boundary. Was that the reason behind Maleficent's heightened avoidance now?

"Something on your mind?" Maleficent asked, nearly causing Rose to fumble her knife.

"I-" Rose scrambled to think of something innocuous to say. "I was just…" She sighed and forced herself to meet Maleficent's gaze. "I'm sorry."

Maleficent gave her a blank look. "For what?"

"For touching you so much when you were hurt – I know you don't like to be, well, because Klack and the others said so – and I didn't know what to do, everything happened so suddenly, but I should've-"

"Briar Rose," Maleficent stopped her mid-ramble, expression incredulous. "You have nothing to apologize for."

"-should've… what?" Rose blinked. "Really?"

"I'm not in the habit of repeating myself," was all Maleficent said before returning her attention to the book.

Rose resumed chopping, feeling less guilty but no less confused. If Maleficent wasn't offended, then why was she more distant now than ever before? Rose shook her head and decided to try a different approach.

"Does a certain kind of rain really burn things?" she asked after a few minutes, eyes fixed on the cutting board.

"Yes."

"Mort mentioned it happens around here, from time to time."

"So it does. The after-effects of an old curse." Rose heard a series of crackles, punctuated by an excited caw, that indicated Maleficent had added something to the brew. "Evidently, my predecessor made quite a number of enemies late in her life."

"Including you?"

"Of a sort." Maleficent paused, as though weighing her next words. "The last thing she did was kill my mentor at the time."

Rose gasped and spun around to look at her. "Oh, how terrible! I'm so sorry."

"Rest assured, it was no tragedy. He was a detestable fellow who'd brought it on himself," Maleficent said with a dismissive wave. "I _was_ rather peeved, though. Have you any idea how difficult it was to find someone willing to impart knowledge about shapeshifting for a reasonable price?"

"Very difficult?" Rose ventured.

"Fortunately, we were nearing the end of what I'd set out to learn, and I could figure out what remained through trial and error."

"Then… then why did you-"

"Kill his murderer? Not for the sake of revenge or honor, certainly." While Maleficent stirred, the brew slowly changed color from dull to bright red, interspersed with silver flecks the size of clover leaves. "I had just returned from a practice flight to find her gloating in a pile of rubble where my mentor's castle once stood. It seemed more expedient to end the matter right then, while she was distracted and I had the means to do so, than to wait around and find out whether I would be her next target."

"Because she might've thought you were his friend?" Rose felt a little queasy.

"Yes, that's one way of putting it." Maleficent stoked the fire in the pit beneath the cauldron until it burned bright and hot, then looked in Rose's direction and nodded at the pile of chopped mushrooms. "Bring two cups of those here."

Rose fetched a pair of measuring cups from the shelf above her head. She filled them, crossed the floor, and hesitated in front of the cauldron.

"Go on," said Maleficent, setting the ladle aside. "Pour them in – gently now, an even layer across the top."

Rose did as she was told. The brew hissed and gave off a foul stench, forcing her back a step. "Is it working?" she asked. Through a hazy cloud of steam, she could just make out Maleficent freeing the glass collection chamber from the distillation apparatus and returning to her previous spot. Diablo had fled to the eaves with a short squawk.

"We shall see," Maleficent answered, eyebrows raised, and proceeded to dump the venom extract into the cauldron.

 

* * *

 

Mistress Camellia lived on the outskirts of the capital in a charming little abode tucked in the hollow of an old elm tree. Flowers of all shapes and colors lined the path to her front door, the air filled with their sweet fragrance and the merry tinkling of wind chimes that hung above the stoop.

Standing in the center of Camellia's sitting room, Phillip tried not to bump his head against the knick-knacks that dangled from the ceiling, but this was proving rather difficult. Crystal beads, bundles of dried herbs, and wooden animal figurines smacked him in the face no matter what direction he turned.

"Hold still, dear!" admonished Flora.

Phillip rotated heedlessly, looking over his shoulder at the enchanted charm hovering in circles around him. "What's it doing?" he asked.

"Reading your essence, Your Highness," Camellia – a plump, white-haired fairy who looked quite a bit older than Flora – replied cheerily. "Biscuit?" she offered to Merryweather from the tray in her hands.

"Don't mind if I do!" said Merryweather.

"My essence?"

"Everybody has one," Flora explained between sips of tea, "unique to themselves. It's everything that makes you _you_ , dear."

The charm in question was a miniature compass of burnished copper, flying on white dove's wings. As everyone watched, the air around it began to glimmer with a pale blue light.

"Aha!" Camellia set the tray aside and waved her wand. Obediently, the compass shot across the room and alighted on her outstretched palm. "Oh, this is promising, very promising indeed," she said, studying its face.

The three Good Fairies crowded around to see, heads put together, while Phillip looked on in puzzlement, arms folded.

"It's glowing blue!"

"It's pointing northeast!"

"What does it mean?"

Camellia beamed. "It means your Prince Phillip's true love is alive and well, though far away. The closer they come to one another, the warmer it will glow." She passed the compass to Flora and patted her hand. "My dears, you must go at once! So long as you follow the travel arrow, you'll not be led astray."

"How _wonderful_!" cried Flora. "I just knew you could help us!"

"We couldn't have done it without you," said Fauna, tears in her eyes.

"The pleasure's all mine," said Camellia, smiling wide. "Now go, go! And don't be strangers, come back to visit any time!"

Thanking her profusely, the Good Fairies rushed out the front door.

A moment later, they rushed back in.

"Phillip, oh, Phillip!" they exclaimed at their nearly forgotten charge, pushing and pulling him by the arms.

"Come along now, we musn't delay!"

"We're off to find Aurora!"

 

* * *

 

Perhaps it was a bit silly, but Rose couldn't deny feeling an inordinate amount of pride at the neat row of stoppered vials standing up in their wooden holder. There were a half dozen in all, each one filled with the potion they had made and brought to the desk in Maleficent's study. Not that Rose believed her involvement had actually been _necessary_ – she was sure Maleficent could have managed brewing it herself – but it was nice to think that she'd played some small part in creating something important, something that mattered for once.

 As for what that something did... Rose giggled into her hand at the thought.

The sound seemed to startle Maleficent, who at that moment was shelving the book they'd been using as a reference. She twitched once before turning to face Rose. "Do tell," she said, "what amuses you so greatly."

"I was just thinking... it's very fitting."

"What is?"

"That the first potion I helped you make is going to wake people up." Rose couldn't keep the smile off her face. She hoped Maleficent didn't mind. "You know... people who've fallen into a death-like sleep."

Maleficent merely rolled her eyes. "Believe me, it was not intentional."

"Oh, no, I wasn't saying that it was," Rose agreed without hesitation. "Out of all the possibilities, it was the best way to use the basilisk venom with the ingredients you already had. Or could easily obtain."

Maleficent gave her a look that could almost be described as fond, then began to approach her, causing Rose's insides to flip in a most alarming manner. "So long as that's clear," she said, and reached around Rose to delicately pluck a single vial from the holder.

Rose's eyes followed the vial as it disappeared into the folds of Maleficent's robe. "You've already found someone who needs it?" she asked excitedly, clasping her hands behind her back, trying not to look too thrilled at Maleficent's nearness.

"Yes," Maleficent replied, retreating a step. "Just this morning, the sultan of a land across the Shimmering Sea collapsed in the middle of holding court." Her eyes gleamed with satisfaction. "His physician is quite desperate, and willing to part with many things of value to revive him ."

Rose frowned slightly as she puzzled out this statement. "How did you know?"

Maleficent tilted her head in consideration before beckoning Rose to follow her to the center of the room. "It will be easier to show you," she said, summoning her scepter. She used it to trace an outline in the air that first glowed, then solidified into the form of a shallow basin supported by a narrow stone column that widened to a round base on the floor. Maleficent began to recite.

" _Wishing wells and falling stars,_  
_dandelions near and far,_  
_ladybugs and horses white,_  
_bones of birds that once took flight,_  
_come forth and reveal to me_  
_all that human hearts desire._ "

Rose gasped. The water inside the basin swirled and turned black as night, its surface dotted with starry bursts of light that floated like lilies on a pond. "Wow," she breathed.

"Go ahead, touch one."

Mesmerized, Rose reached out and brushed the top of a golden star spinning near the edge. At her touch, it expanded to fill the entire basin, turning transparent at the center.

Suddenly, a face appeared in the water. Rose yelped and jumped back.

Maleficent chuckled, low and resonant. "She cannot see you."

A little warning would have been nice, but Rose had a sneaking suspicion that Maleficent enjoyed seeing her surprised. As always, though, curiosity trumped indignation and Rose returned to the basin's side.

The face belonged to a young, dark-haired girl wearing a wistful expression. Her lips were moving, but no sound came out. Maleficent lowered a slender finger into the water and motioned for Rose to do the same.

The moment Rose dipped her own finger in, her ears filled with a sweet melody sung by the girl:

" _I'm wishing_  
_for the one I love_  
_to find me today._  
_I'm hoping_  
_and I'm dreaming of_  
_the nice things he'll say._ "

Maleficent pulled away first, looking positively nauseated. Rose decided, wisely perhaps, not to mention what she'd been singing in the forest herself the morning before they met. "How is it doing that?" she asked instead.

"It's simple, really. These waters are attuned to the wishes you humans make on certain objects." With another look of disgust, Maleficent made a pinching gesture, making the golden light curl back in on itself and the singing girl fade away. "I sift through them, from time to time, for wishes that might be worth granting. For a price, of course."

"Do you do that often?"

"I used to. These days, I find I lack the patience. Most wishes are pure drivel, as you can see."

Rose had never heard of wishing on stars or dandelions, hadn't even known what a well was before seeing one for the first time in a corner of Maleficent's kitchen. The stream by the cottage in the glen had provided more than enough fresh water for everyone. She wondered now if this had been by chance, or intentional design on the part of her fairy aunts to keep her hidden.

"Well," said Maleficent, "I'd best be on my way." Yet she made no move to leave, gazing at Rose as though waiting for something. "Unless you had more questions?"

Rose found herself wanting Maleficent to stay a bit longer, as unreasonable as that was. "Do all fairies grant wishes?" she asked.

"Many do, but not all. It's one of numerous ways to develop power and influence. Some evil fairies blaze a trail of destruction through the countryside, striking terror in the hearts of men. Others prefer to amass great stores of knowledge, which inspires an entirely different sort of fear."

"Was Madame Veira a fairy?" Rose asked, thinking of the frenzy her book had caused.

"No, a human witch."

"Oh." Rose thought about this for a moment, then wondered aloud, "Does learning how to brew make me a witch, too?"

Maleficent scoffed. "I hardly think learning a new skill makes you anything, no more than learning to swim turns you into a fish."

That made sense, but Rose still wasn't fully convinced. "Other people might call me one, though. All the stories say–"

"And that bothers you?" Maleficent cut in, a tense set to her jaw. "How you might be perceived by others?"

"No!" Rose said too quickly, and blushed. In truth, she wasn't sure yet whether it bothered her or not. "I don't know. I mean, does it bother you to be called an evil fairy?"

Maleficent laughed outright at the question. "No," she replied. "And would you like to know why?"

Rose nodded.

"It's convenient, when one prefers not to be pestered by rabble, to be so widely feared. To cultivate a certain reputation."

"So the whole Mistress of All Evil thing... it's only an act?"

Maleficent bristled. "I said nothing of the sort."

"But you just-"

"Don't delude yourself," Maleficent snapped, tone bitter. She appeared more agitated than usual – which was saying a lot – gripping her scepter tight as she strode to the window with a whirl of her robes. "If you're hoping to find something good and- and _pure_ beneath the surface of everything you encounter, you'll be severely disappointed. The world does not work that way."

"Then how _does_ it work?" Rose implored to know.

But Maleficent was already gone, vanished in a burst of green flames.

**Notes for the Chapter:**

> Apologies for the wait between updates, and thank you all so much for your patience! This chapter took longer than anticipated to complete because of compulsive research/worldbuilding (for those of you curious, inspiration for the potion and what it treats came from [here](http://www.webmd.com/stroke/news/20070208/snake-venom-extract-fights-stroke) and [here](http://www.researchgate.net/profile/Mohammad_M_Zarshenas/publication/257070734_Management_of_stroke_as_described_by_Ibn_Sina_\(Avicenna\)_in_the_Canon_of_Medicine/links/0c9605290d1d28dbd4000000.pdf)). BIG HUGS to [Dreamincolor](http://archiveofourown.org/users/Dreamincolor)/[nookiepoweredamazon](http://nookiepoweredamazon.tumblr.com/), the most hardcore beta reader on the face of the planet. <3


	7. Chapter 7

**Notes for the Chapter:**

> We're back! A hundred thousand thank yous to everyone who took the time to comment on and share this fic during its ridiculously long hiatus. Your continued interest and support kept me motivated to keep working on it throughout one of the biggest rollercoaster years of my life. A million thanks also to [nookiepoweredamazon](http://nookiepoweredamazon.tumblr.com) for beta reading and giving the best suggestions, and graciously allowing me to talk her ear off about this story.

When it became apparent that Maleficent would not be coming back right away from her disappearing trick, Rose set about tidying up the study as best she could. She returned books to their shelves and straightened tapestries that had been blown askew by the force of Maleficent’s departure. She considered moving the vials to a safer storage location, but ultimately decided to leave them on the desk in case Maleficent needed quick access to the potion for another deal.

The sun was just beginning to set when Rose stepped outside – and nearly collided headlong into Diablo.

“Oh!” she said, veering out of the raven’s flight path at the last moment. “I thought you left with Maleficent!"

Diablo landed atop the nearest rampart and smoothed out his ruffled feathers. He fixed Rose with a quizzical look.

“Doesn’t she usually bring you along when she goes places?”

Cawing once, Diablo stretched his wings. He looked just as confused as Rose felt.

“Well, that makes two of us,” said Rose, sighing. “Though I am glad you’re around to keep me company. Has she gone to the land across the Shimmering Sea?”

Diablo bobbed his head. Rose held out her right arm and he hopped on, then climbed up onto her shoulder.

“I hope she wasn’t too cross with you,” Rose said, continuing on her way back to the castle proper. “I’m afraid I’ve offended her with something I said.”

Diablo clacked his beak, tugging on a strand of Rose’s hair.

“You don’t think so? Well, that’s awfully nice of you to say, but–”

“Princess! Princess!” An out-of-breath Mort hobbled up, disheveled and wheezing from the exertion of having just run up several flights of stairs. “There’s a, ah- _intruder_ in the throne room!”

"What?" Rose’s feet carried her in the direction Mort came from without a second thought. “Who is it? Is anyone hurt?” she asked, her heart racing. Diablo gripped her shoulder tighter to hold on as familiar staircases and corridors passed by in a blur.

“Yah, some!” said Mort, clanking and clattering a couple paces behind. “She’s powerful like Mistress! Threw us around with her magic, she did!”

That brought Rose up short. It occurred to her that what she’d been about to do – burst into an unknown situation without any sort of plan or preparation – was not only a monumentally stupid idea, but quite dangerous as well.

She stopped abruptly in the middle of the hallway, spun around, and was almost bowled over by Mort. “Is she a fairy, like Maleficent?” she asked him, bending down to place a steadying hand on each of his shoulders.

“Uh huh.” Mort nodded vigorously.

“What’s she doing now?”

“Doing, ah, let’s see... she’s waiting. Yah. Said she’s waiting to see Mistress. To speak with her about something.”

“So she isn’t– but, what does she want?” Rose frowned and straightened up. “Does she know Maleficent isn’t here? Can’t she, oh I don’t know, leave a message to be given to Maleficent when she returns?”

Mort gave a helpless shrug. "She said it’s for Mistress’s ears only. Oh! And she also said she don’t like her patience being tested. I couldn’t think of what to do, so I went to find you, Princess.”

While Rose was flattered that the minions put so much faith in her, she could hardly come up with any better ideas. A powerful evil fairy losing her patience was certain to be disastrous for the castle, if not its inhabitants. But Maleficent would not be back for another day or more. There was nothing anybody could do about that, unless…

“Well then,” Rose took a deep breath, squaring her shoulders. “I suppose I’ll just have to tell her to come back another time.”

They completed the trek to the end of the hallway, where Rose peered around the corner of an archway set into one of its walls. Diablo and Mort crowded above and below her, all three of them craning their necks to look into the throne room. A lone figure stood in its center, clad in flowing robes the color of fire, back turned to them. Around the perimeter of the room were the blinking yellow eyes of dozens of minions huddled behind blocks and columns, many of the stones still smoldering.

“I can hear you skulking about back there,” said the stranger in a light, almost cheerful tone that belied her words. “Do stop wasting my time, if you know what’s best for you.”

“Mistress Maleficent isn’t here right now,” Rose announced primly as she stepped out into the open, hoping her voice didn’t carry a quaver, “but I can let her know you came to see her.”

“Why, that’s a pity.” The fairy turned around. She was not as tall as Maleficent, but still towered over Rose quite a bit, with horns atop her head that curved like a ram’s. She gave Rose a long, inquiring look. “And who might you be?”

“Oh, I’m- I’m…” Rose scrambled for a safe response. “I’m her assistant.”

The fairy laughed. The laugh had a melodious sound to it, and went on just long enough to be unsettling. “How droll,” she remarked once she’d regained her composure. “I never thought Maleficent to be the type for keeping human pets around the castle.”

“I am not a pet!” Rose clenched her hands reflexively, feeling her cheeks grow hot.

“No? Are you quite sure about that?”

This was not at all going how Rose had planned. “Who are you?” she deflected. “What do you want?”

“You’re a very nosy little thing, aren’t you?” said the fairy, flashing her teeth. “Didn’t anyone ever teach you it’s dangerous–” she took a gliding step into Rose’s space, “to speak–” another step, “with strangers?”

“I, well, I–”

Talons digging into Rose’s shoulder, Diablo made himself taller and spread his wings in warning. “Caw!” he cried. All around the throne room, Maleficent’s minions began to jabber and rustle in alarm, weapons bristling even as they gulped with fear. For a moment, time seemed to slow to a crawl. Rose became all too aware of the peril she had put everyone in, the harm that would befall her friends if she failed to steer this conversation onto safer ground.

“I just thought I’d save you the trouble of waiting around,” Rose said with the brightest smile she could manage, running a soothing hand over Diablo’s feathers. “I’m sure you’re awfully busy.”

The fairy gave a disdainful look around the room, then down at Rose. “You do seem to have more of your wits about you than the rest of these repugnant oafs.” Faster than a heartbeat, she swooped forward and grasped Rose’s chin. Diablo launched himself at her, only to crash into an unseen barrier and be flung aside. She laughed at Rose struggling in vain to break free.

“And with such a lovely face, too,” she cooed, tilting it side to side, “I can see why Maleficent keeps you around.”

Rose stumbled back with a gasp as the fairy released her grip.

“Tell Maleficent that Mistress Desola sends her regards,” she continued, still inches from Rose’s face, “and that I know what she stole when she killed my idiot brother. It is mine by birthright. Mine.” She turned with a dramatic flourish of red robes and floated back to the center of the room. “She’ll kindly return it to me, if she knows what’s best for her… and for her precious playthings!” Dissolving into high-pitched laughter, Desola faded into thin air.

* * *

The day after sending her visitors on their way, Mistress Camellia received a most unusual missive.

She had only just sat down for afternoon tea when there came a tap-tap-tapping at her window. A young red squirrel sat on the sill, tail twitching, carrying a parchment roll in his mouth.

“Why, hello my dear!” Camellia bustled over to open the windowpane. She patted the messenger’s head and gave him a half-eaten biscuit in exchange for the ribbon-bound letter. It read:

_To the Esteemed Mistress Camellia,_

_We regret to inform you that we cannot complete delivery of your harvest charms to the Kingdom of Light as requested, on account of the entire realm being asleep. It appears to be the effect of a very strong spell. Shall we return the charms to you or attempt trade with one of the neighboring kingdoms, the Red or Azure Kingdom perhaps?_

_We await your orders respectfully,_

_The Amano Brothers_

Well, that was quite inconvenient, thought Camellia as she sat back down. The squirrel chittered at her, then disappeared up the elm tree’s branch. She dropped two cubes of sugar into her teacup and stirred. This late in the season, it was likely the good denizens of the Red and Azure Kingdoms would have already made arrangements for blessing their harvests. Humans were nothing if not punctual in their superstitions.

The next thought that occurred to her was a tad more disturbing – the curse that had been cast upon the Kingdom of Light was clearly the work of an evil fairy. But which one? And to what end? Camellia was a little embarrassed to admit that she’d fallen rather out of touch with the day-to-day affairs of the neighboring realms. There were so many affairs to attend to within the Sage Kingdom alone; how was she expected to find the time? She would have to find out from Mistress Flora and her sisters once they completed their quest.

After all the past tragedy that had befallen the human kingdoms to the north, the peace and unity of more recent decades had been a nice reprieve. But if this curse was an indication of evil rising once more, why, that would be troubling news.

“Most troubling indeed,” Camellia fretted, sipping her tea.

* * *

It was another two days before Maleficent returned from her journey. Rose – too frightened to sleep in her own room, which felt exposed and isolated now – passed the time by alternately helping the minions restore the throne room from Desola’s damage and holing up in the study with Diablo at her side. That night, she’d started a cheery little fire in the hearth to stave off the cold air and curled up in an armchair, trying to muddle through a book on fairy lineage customs. It was a thin volume, but filled with unfamiliar language, and Rose felt as though she could understand fewer than half the concepts contained between its dusty covers.

_… yet by the fourth century, in the turbulent wake of the Dynastic Wars, matrilineal succession of land and property rights had ceded to absolute primogeniture, excepting the longstanding tradition of trial by combat wherein the victor shall gain title to …_

The words grew blurry as Rose began to nod off, a finger marking her place on the page–

–when a cool blast of air swirled through the room preceding a familiar green glow that hovered above the carpet.

Jolted wide awake, heart thrumming with relief and joy, Rose leapt to her feet and ran towards the spot where Maleficent had already begun to materialize.

“ _What_ are y– _oof_!” Maleficent’s protests were cut short as Rose threw herself at her in a tight embrace. Dark, silk-soft robes enfolded Rose even as Maleficent held her arms apart awkwardly, by all appearances frozen in bewilderment.

“I’m sorry, I just,” Rose inhaled deeply, breathing in the comforting scent of thunderstorms, and released Maleficent just as quickly as she had latched on to her. “I’m so happy to see you again,” she carried on, wringing her hands, “there was an intruder while you were gone and we we able to send her away, but oh, it was dreadful not knowing if she’d come back before you did…”

Maleficent’s expression shifted from confounded to surprised to visibly upset over the course of moments.

“ _Briar Rose_ ,” she said forcefully, though not unkindly. Rose trailed off into wide-eyed silence as Maleficent placed a hand on each of her shoulders. “Describe her to me. Did she harm you?”

“No! I- I mean not me, but she did hurt the minions and she was very rude. She said her name is Mistress Desola…” Trying not to blush as she left out being called a pet – though for the life of her, Rose could not figure out _why_ the idea embarrassed her so – she instead went on to deliver the rest of Desola’s message.

Maleficent searched Rose’s face as she spoke, and kept looking at her for several long moments after she’d finished, wearing an expression of conflicted emotions that Rose couldn’t quite place. Just as Rose was about to ask if she was all right, Maleficent turned abruptly and walked to the desk opposite the fireplace, Diablo flying after her.

“She’s mistaken, of course,” Maleficent said offhandedly. She drew a circular symbol in the air above the desk with her scepter – there was a crackling sound and the once-invisible lines sparked gold and purple. “I defeated that buffoon Doloro in a duel of his own choosing and this,” she reached through and pulled a gleaming black pendant out of nothingness, “belongs to me now.”

“Her brother?” Rose stared at the mysterious object in awe. “Then why does she think you should return it to her? What does it do?”

“This stone has quite the complicated past,” Maleficent replied, holding it up by its silver chain and eyeing it sidelong. “It amplifies the inherent powers of its wearer, but will require study to fully harness its potential.”

“Can… can I help?” Rose gathered up the book she’d let tumble to the floor and set it on a side table before moving to stand across the desk from Maleficent. “What sort of past?”

Maleficent raised an eyebrow before giving Rose a resigned sort of look. “One that involves your father,” she began, and Rose felt her mouth go dry. Maleficent put the pendant back where it came from and sealed the portal.

“Come,” she said, holding a hand out to Rose. “It will be clearer for you to see for yourself.”

**Author's Note:**

> This was going to be a one-shot prompt fill for maloralover152 who asked for a Sleeping Beauty fic, but the story took on a life of its own, so here we are! Title comes from the lyrics to “Blindfold” by Morcheeba (via [Saucery](http://archiveofourown.org/users/Saucery)'s Maleficent/Aurora [fanmix](http://archiveofourown.org/works/1781701)).


End file.
